Puella Magi Illyana Magica
by Chrono180
Summary: One last chance to save the world, certain to result in Illyana Rasputin's death. Only, it doesn't. Instead, she winds up in Mitakihara, having been found by Mami Tomoe. Witness Magik as she unravels the truth about the Madoka universe and attempts to save her new friends.
1. Prelude: If I had never been born

Prelude: If I had never been born, this wouldn't have happened

Author's Note: I seriously can't believe I am the first person to do this crossover. It seems like such a natural fit to me.

Illyana Rasputin, the sorceress known as Magik, stood on a skyscraper and looked out in the distance. The circle of destruction was several miles away but rapidly growing. She did some quick figuring and estimated it would reach her in about ten minutes, then grow to swallow the earth in a matter of hours. As she gazed on the writhing mass of protoplasmic flesh and disembodied body parts, a voice interrupted.

"This isn't your fault you know." Kitty Pride said, walking up.

"It was my blood that opened the door for the Elder Gods." Illyana shook her head, "So, yes, it is my fault."

"Don't blame yourself, they would have found a different way to trigger the ritual if you hadn't been there."

"I doubt it, my mystical energies are unique. Unless there's another Limbo-raised sorceress in this world, which I don't think there is." Illyana glanced behind her. The wave was approaching quicker then she had anticipated.

"Look, I am sure we'll find a way to stop it..." Kitty said, but Illyana shook her head.

"Are you kidding me? Reed Richards is dead, Dr Strange is dead, so is Tony Stark, Henry McCoy, Bruce Banner, Henry Pym, Doctor Doom...Anyone who could have the mental or magical ability to fix this situation has perished already. We're doomed. Unless some cosmic entity decides to interfere, but even then..." Illyana shook her head. "Even then it won't change that millions have died."

"Well, at least stop blaming yourself. I don't want our last memory being your wallowing in misery."

"I suppose. But the fact is, if I had never been born this wouldn't have happened..." Illyana paused, a thought struck her. "You know, that's actually crazy enough to work."

"What do you mean?" Kitty gave her friend a funny look.

"If I interface with my own timeline and erase myself from existence, it could produce a reshuffling effect that might prevent that from ever happening. Reset the universe, if you will. Normally, such a action would be impossible but the release of the Elder Gods broke the laws of physics, made time far more pliable than normal." Illyana gave a determined grin.

"But that's suicide..." Kitty's voice trailed off.

Illyana shrugged, "We're all going to die if I don't do it. Might as well save the world one last time."

She glanced off the roof, the mass of flesh nearly upon them.

"You won't remember me..." Illyana said, "Not in the way I am at least. Probably not at all. But that's what we do, don't we? Save the world, regardless of personal sacrifice."

In a instant, her soulsword appeared in her hands. A white disk of light appeared under her and began to grow.

"Illyana..." Kitty began.

"Goodbye, Kitty." Illyana said, "You were always like a sister to me."

The disk expanded, flooding the building, then merging out into the Elder God. Time began to break . Illyana reached out through the timestream and felt herself as a child, mere moments from being hit by a runaway tractor. In the main timeline, she had been saved by her brother, Peter. In this new one, she wouldn't. She reached out, and spatially displaced her brother a few yards away. There was a sickening crunch as her past self's head was caved in.

Time rewrote itself. And Illyana fell into darkness.


	2. 1: I've never heard of them

Chapter 1. I've never heard of them.

Illyana jerked awoke with a start. Then blinked. She was in an well furnished...apartment? Did heaven have apartments? And she was lying on a couch. Her soulsword was propped up along it.

"I shouldn't be alive." She mumbled, "That paradox should have erased me..."

For a moment she felt elated. She actually managed to survive killing herself. Not something that many people could say. But then she felt something odd. Limbo didn't feel...right. It was if the realm was halfway separated from herself.

"Stepping disk. Now." She thought and summoned a disk of light, reappearing on the other side of the apartment.

"Ok, I can still teleport, that's good. First order of business would be heading back to Westchester and trying to explain my existence in a world where I died as a child..."

"Ah, you're awake!" A voice said from behind her. Illyana turned around to see a teenage girl about her age with blonde pigtails and dressed in white blouse and black skirt. "You had me worried there falling out of the sky unconscious like that... What's your name?"

"Illyana. Illyana Rasputin."

"Good to meet you! I'm Mami Tomoe." she gave a quick grin, "It's good to meet a fellow Puella Magi."

"Puella Magi? A Magical...girl?" Illyana repeated, somewhat confused.

"Well isn't that what you are? With that sword and outfit and all?"

Illyana looked down at her X-men uniform and blinked. "I suppose you could call me that. You said I fell out of the sky?"

"Well, yes. I was traveling down 3rd street when I saw a disk of light appear in the air and you tumbled out of it. I take it a witch nearly got the best of you?"

"Witch?"

"Yes, the things we fight." Mami looked at Illyana oddly.

"Mami, I think we're having a miscommunication. I'm from the X-men."

"The who?" Mami asked,

"The X-men. You know, outlaw mutants, sworn to protect a world that fears and hates us?"

"I've never heard of them." Mami replied, "And what's a moo-tant? Is this a science thing? Science is my worst subject."

Illyana looked at her, something was definitely wrong. How could someone not have heard of the X-men? And why did she call her a Puella Magi?

"Mami," Illyana said softly, "Can I use your computer?"

Mami gave her an odd look and opened a door. "Right over here" she said.

Ten minutes on the internet confirmed Illyana's worst fears. There were no X-men. Nor were there Avengers, Fantastic four, Defenders, or, near as she could tell, any kind of superhuman whatsoever. As far as she could tell, everyone on this planet was perfectly normal. At least, at first appearance.

"Is something wrong?" Mami asked.

"I seem to have changed universes somehow." Illyana said, "My homeworld has hundreds, possibly thousands, of superpowered individuals. This one..." she closed the browser window firmly, "Doesn't."

"What do you mean by superpowered individuals?"

"People who can do things that are normally far beyond the natural abilities of humanity. Such as reading minds, or healing from injuries, or turning into steel..."

"Ah, so kind of like a Puella Magi." Mami said "Got it."

"You've used that term twice now, what does it mean?"

"A Puella Magi," an unfamiliar voice said into IIllyana's head, "Is a female who takes a contract with me."

"Is someone else here?" Illyana asked.

A white animal walked up to Illyana. It looked similar to a white-furred cat but had two long fur covered...things... coming out of its ears. Two large red eyes seemed to stare at Illyana and a red oval was dyed on it's back.

"My name's Kyuubey." It thought into Illyana's head. "I can grant a contract where I grant a wish to you, and in exchange you become a Puella Magi who fights witches."

"And these...witches. What are they?"

"Well, you could say that if Puella Magi are formed from wishes, witches are formed from curses. They go around and cause many of the unexplained suicides and deaths, all unknown to the populous at large."

Illyana blinked. It was far from the most absurd concept she had encountered as an X-man, but she was surprised such a thing would go unnoticed.

"Wouldn't people find out?"

Mami shook her head, "Witches are unable to be perceived except by those they target and those who fight against then. And I must give you fair warning, fighting them is an dangerous business. So you need to consider whether a wish is worth risking your life."

Illyana burst into laughter. Mami gave her a funny look.

"Sorry." Illyana replied in between laughs, "it's just...heh.. You wouldn't know this, but I was risking my life on a daily basis back on my homeworld. And I mean literally every day. In fact, I wound up here after performing an action I was certain would kill me.. ."

"In that case," Kyuubey thought at her, "What would you like to wish for?"


	3. 2: There is always another solution

Chapter Two. There is always another solution.

"Wish for?" Illyana replied, "What made you think I would wish for anything?"

"I had assumed that since you were familiar with the risks, you would-" Kyuubey began, but Illyana cut him off.

"You assumed wrong." Illyana shook her head, "Wishes never go well, I can say that for a fact. Wish for world peace and wake up to find everyone dead, wish for wealth and it gets taken from another person, wish for knowledge and your head explodes from discovering "that which man was not meant to know." I've read The Monkey's Paw, I've seen the Twilight Zone, and I've played Dungeons and Dragons. So I know the consequences of using such magic in all but the most dire of situations. Now if you two will excuse me, I'm going to go home."

She raised her hand and summoned a stepping disk, only for it to vanish under her feet.

Blinking, she tried again, only for the same result to occur.

"What's wrong?" Mami said,

"The dimensional barriers...they're too strong for me to pierce. I'm stuck here." Illyana shook her head.

"Do you need a place to stay? I live here alone, so if you'd like..." Mami shrugged.

Illyana looked at her, "You're opening your house to someone you've known for less than an hour?"

Mami nodded, "You need help, don't you? I always enjoy helping others." She grinned in a way that made Illyana wonder if there was another reason as well.

"That's...very generous of you. If you really don't mind, I'll take you up on that." Illyana smiled.

"It's no problem at all. So tell me, what are your powers?" Mami grinned,

"I'm a teleporter, for one thing. Both spatially and temporally."

"You can travel through time? Seriously?"

Illyana nodded, "It's extremely imprecise, but yes. It's easier if I have something to 'lock on' to, and I rarely use it due to the law of unforeseen consequences. Whenever I try to change the past, three times out of four it blows up in my face. So when I use it, I have to be very careful. My other big power is that I'm a sorceress."

"Really? You cast spells and things?"

"Yes. Flames, lightning, ice, stuff like that. How about you?"

"I summon guns. Lots of guns. And ribbons, lots of ribbons." Mami gave a cheeky grin, "A few other things too, but that's the main one."

"So, Illyana," Kyuubey thought to her "How did you get your powers, if you didn't make a contract?"

"It's part that I'm a mutant, part that I was kidnapped and trained in magic."

"Kidnapped?" Mami asked,

"Its a very long story."

"Mutant?" Kyuubey thought at her

"It involves genetic tinkering and a race of alien gods. Don't trouble yourself with the details."

"Sounds like you had an interesting life," Mami giggled a little.

"That's an understatement." Illyana shrugged, "I've encountered everything from sentient rock-men to aliens from outer space. Although I have my suspicions you've encountered the latter too." She motioned towards the furry animal sitting next to her.

"You think Kyuubey's an alien?" Mami asked.

"He's definitely not like any earth creature I've ever seen. Alien's a strong possibility. So's genetically engineered organism, time traveler from the future, ancient hidden race of magical beings..."

"Don't worry too much about it." Kyuubey thought to them, "I'm here to help, right Mami?"

"Yes you are." Mami said and scratched Kyuubey's head. She then furrowed her brow and took off a ring she was wearing. There was a shimmer of light and the ring turned into a golden egg.

"This is my soul gem." Mami said, "Source of my power."

"Ah, Galeon's Quintessential Extraction." Illyana said, "I'm familiar with the enchantment." She lifted her sword.

Mami shrugged, "Yes, well...anyway. It appears there's a witch nearby. I'm going to have to go."

"I'll come." Illyana said.

Mami raised an eyebrow, "Really?"

"Of course. I can't just stand by while civilians are in danger. I'm an X-man for crying out loud. Our entire purpose is to defend innocents"

Mami gave a warm smile. "That would be wonderful...I haven't had another Puella Magi along in a very long time."

The two girls walked out of Mami's apartment and began to traverse the streets of Mitakihara. As Mami's gem began pulsing, Illyana spoke up

"So I take it your gem acts as a sort of dowsing rod?" Illyana asked.

"You catch on quick." Mami grinned, "Yes. The closer we get to the witch, the stronger it glows. Witches tend to reside in places they can create a great deal of havoc. Major roadways, shopping districts, hospitals..."

"Where do these witches come from?"

Mami furrowed her brow, "I've wondered that myself. My guess is that they just spontaneously appear as a result of negative energy, but I am not really sure." she shrugged.

After walking a few more blocks, Mami spoke up again.

"Rasputin," she began

"Call me Illyana, please."

"Alright, I was wondering... what were the X-men like?"

"They're good people." Illyana replied, "Very kind, very tolerant, always willing to put their lives on the line to save innocents... I always wanted to be like my brother, who was one of their senior members."

"Do you have many members?"

"Tons. Around fifty between the various teams and associates. I was actually in the junior class. X-men in training, you could call us, though our actual team name was the New Mutants. I had some good friends there."

Mami nodded, "It sounds nice."

"It was. It wasn't easy, certainly, with all the bad guys attacking us and my...issues. but it was very worthwhile. We saved the world more than a few times. Pity I had to leave."

"What exactly happened?"

Illyana shrugged, "The end of the world. Short version is that in order to prevent humanities destruction, I wound up killing myself as a child. I thought I'd be erased from existence, but wound up here instead."

"Why would you need to kill yourself? That's horrible." Mami said softly.

"Parts of my soul had been used to open a gate to horrific entities beyond time and space. When the chance came to sacrifice myself for everyone else, what else could I do? The needs of the many outweighs the few, as the saying goes."

"There must have been some other way..."

"There wasn't." Illyana shook her head vigorously "Trust me on this. Sometimes a price must be paid, regardless of how much you might want otherwise."

"I don't accept that. There is always another solution. A way to save everyone." Mami glanced at her gem, then added "looks like this is the place."

She motioned to a nearby video arcade.

"It looks normal, are you sure?" Illyana asked.

"Yes. Witches hide within mystical barriers called Labyrinths. Let me show you."

She held up her Soul Gem to the wall and a orange portal flashed into existence.

"Ready?" Mami asked

"Born ready." Illyana replied.

Mami smiled and in a flash of light transformed, with a black bustier appearing just above a yellow skirt on her body, and a black cap and yellow hairpin manifesting on her head. She walked into the portal and Illyana followed.


	4. 3: You're not alone

Chapter 3: You're not alone.

As the two entered the labyrinth, Illyana was struck by it's unusual construction. Long dark hallways with distorted piles of electronic equipment strewn about. And time and space seemed...warped.. for lack of a better word. She knew for a fact the labyrinth couldn't fit inside the arcade, which meant it existed in a sort of bubble universe.

"These witches must have a lot of power if they make something like this out of nothing." She remarked.

"Yes, they do." Mami replied, "Fortunately, so do I-watch out!"

A small hoard of creatures swarmed out of nowhere in front of the two girls. They bore a vague resemblance to mayflies, with purple long, spindly bodies, black wings, and a green blob for a head. A silver flintlock rifle appeared in Mami's hand and she fired a bullet at the closest familiar, blasting it into oblivion before tossing the gun to the side and summoning another one. Illyana was only momentarily taken off guard by the creatures before her soulsword appeared in her hand and she stabbed the nearest on in its side. The creature vanished and Illyana turned to the next.

In a few moments, the creatures had been destroyed.

"I take it these were the witch's minions?" Illyana asked.

Mami nodded, "Familiars, yes. If they kill people, they can turn into witches themselves, which is why its important to get rid of them too. The good news is that if you take out the witch, the familiars disappear."

"Alright, simple enough." Illyana nodded, then noticed something odd.

"Something wrong?" Mami asked.

Illyana gave her a funny look, "Why are there passages from Faust written on the wall here?"

Mami shrugged, "Is that what it is? I don't speak German. You're bilingual?"

"And more. At Xavier's, part of the training is to have all major languages telepathically inserted into your head. Part of the preparation for traveling to Germany or France or Japan... "

"Seriously? That's incredible! I'd love something like that. I have a heck of a time with learning English."

"I could help with that." Illyana shrugged, "But to the point, why Faust?"

"No idea." Mami grinned. "But let's get going."

Illyana shrugged and followed Mami deeper into the Labyrinth. After several more battles against familiars, Illyana noticed that as they headed deeper into the maze, there were fewer piles of electronic equipment. Instead, there seemed to be large piles of gold strewn about. Illyana picked one up and noticed a series of runes on it.

"Ostendo sum Verum" she mumbled, and as the translation spell took affect, the runes began to swim until they resettled themselves into Japanese.

"_I wanted it all._" Read the inscription. And shortly below that read "_Gevenium_."

"That didn't help at all." Illyana mumbled and shook her head before following Mami down a spiral staircase.

At the bottom there is a dark red door with runes on it. Illyana's spell interpreted it as "Gevenium." A name, perhaps?

Mami opened the door and inside a large multi-angled room stood a large, twenty foot tall..._thing_. It's body loosely resembled a bear, but was dyed a bright red and it had seven long tentacles where it's face should have been.

"That's a witch?" Illyana responded, "Ugly as hell. I thought they'd be a person with magical powers, not something out of H. P. Lovecraft."

Mami grinned and a series of guns appeared in front of her, each firing a bullet at the figure. The creature swung it's claws at the pair but missed entirely.

"Flamma Tentatio!" Illyana called out and a burst of fire flew from her hands and enveloped the witch. The witch let out a low roar and it's tentacle swooped down. Mami dodged but one caught Illyana by the leg. In an instant, her sword appeared in her hand and she gave the tendril a nasty stab. It loosened it's grip and she began to fall from fifteen feet in the air. Without thought, she stabbed the creature in its shoulder and carved her way down as she fell, leaving a massive gash in the witch's side.

Mami leapt up and a gun almost as big as she was formed in front of her.

"Tiro...Finale!" She called out and a massive explosion blasted the witch, dissolving it into nothingness. Mami landed on the ground and began sipping from a teacup that had appeared in her hand.

There was a shimmer of energy and the labyrinth dissolved, leaving the two girls outside the arcade they had entered.

"You name your attacks too?" Mami said, excitement in her voice, as she scanned the pavement with her eyes.

"It's not so much a name as a component of the spell." Illyana replied, "It's not strictly required but it makes forming the magical energy a lot easier."

"Still, it's nice that you do that. Most people think I'm being weird or silly for giving them names, but it's good to know I'm not the only one." Mami's eyes darted around and then picked a small round object off the pavement. "Here we go. This is a grief seed." Seeing Illyana's puzzled look, she elaborated. "Witches drop them, and they help replenish my soul gem. Watch." She pulled her hairpiece off her head and it morphed into the golden egg Illyana had seen before. "Notice how my gem is more cloudy than it was?" A small cloud of darkness emerged from the Soul gem and entered the grief seed, leaving the gem brighter than it had been before.

"So, what happens if you don't use the seeds?" Illyana asked.

"I'd assume I would run out of magic and be unable to fight anymore." Mami grinned, "But there's no danger of that."

"Why?"

"For reasons I don't understand, Mitakihara has a _lot_ of witches. Now, I don't travel much so I can't say if other towns are the same, but this it seems one arises in this city a bare minimum of twice a week. Almost always more. It's a hectic lifestyle. I rarely have time for school or fun or boys..." She shook her head.

"Then why did you contract?"

Sadness flickered across Mami's face. "I didn't have a choice." She replied

"What do you mean?" Illyana asked.

Mami paused. "A couple years ago... my parents were driving me down the highway when a truck crashed into our vehicle at a hundred kilometers per hour. My parents..." She sighed, "I lost them. I would have died too if Kyuubey hadn't approached me..."

"I'm so sorry." Illyana replied. "I know what it's like to lose people."

"I...yes..." Mami shook her head, "The thing is, if I had thought my wish through I could have save my mom and dad. It just happened so suddenly I didn't consider it"

"Don't blame yourself." Illyana patted Mami on the shoulder, "You did the best you could."

"I suppose." Mami shrugged.

The two girls began to walk back to Mami's apartment.

"So, are you sure you aren't going to make a wish?" Mami asked, "I mean, if you're going to fight witches with me, you might as well get something out of it."

Illyana shrugged. "It's tempting, yes, but unless something comes up that cannot be resolved any other way, I think I will refrain. I am not the best at coming up with wording for this sort of thing."

Mami nodded, "I wouldn't worry too much about the wording. From what I understand, when you wish, you get what you ask for. There can be unwanted consequences, but the wording itself doesn't matter."

"When you made your wish, how did you phrase it?"

"I just told Kyuubey to "Save me." He did."

Illyana pondered this for a moment, "What have other Puella Magi asked for?"

"There's only one other girl I know whose wish I was familiar with, and her wish...didn't turn out well."

"Could you elaborate?"

Mami winced. "Sakura. She was a friend. My only friend... She wished that people would listen to her father, who was a preacher. It worked...but when her father learned what happened he..." Mami looked down sadly at her feet.

"He killed her, didn't he?"

Mami shook her head, "No, she's still alive. But her father killed the rest of her family. She's all alone now. Much like I am."

Illyana put her arm around Mami. "You're not alone."

"Really?" Mami replied.

"You've got me, don't you?" Illyana grinned, "I'm here with you."

"Do you really mean that? That you'll fight with me?" Mami stated, sounding like she could hardly believe it.

"Of course." Illyana replied. "I can't just stand by while the witches hurt people, can I? And you're letting me stay with you when I have no place to go."

"Thank you, Rasputin." Tears of joy began to form into Mami's eyes, "That means more to me than you can imagine. Thank you."

Illyana smiled and the two girls entered Mami's apartment.


	5. 4: I did my Frank Castle Imitation

Chapter 4. I did my Frank Castle imitation.

Illyana awoke on Mami's couch and glanced at the time. 10:30. By what her new friend said, she'll have gone to school before then. So Illyana would have the day to do...well, whatever, really.

"Ah, you're awake." Kyuubey thought into Illyana's head, "Have you reconsidered taking a contract with me?"

"My decision remains the same as it was," Illyana thought back, "Not happening."

She got up, then glanced down at her outfit. She really needed some clothes. And some money. Fortunately, she had the skills to acquire them. Heading into the bathroom she stared at the mirror.

"Locus Yakuza" she intoned and series of images formed in the mirror. Several warehouses, bike shops and other businesses. She made a note of street names that appeared and nodded to herself.

"Dissimulo meus visio" she said and a steel helmet formed over her head.

She formed a stepping disk and teleported to the other side of the city.

A few minutes later, she ducked under a hail of bullets and teleported to the other side of the room, before emitting a burst of flame onto the body of a man with tattoos all up and down his body.

"How is she doing this?" she heard another man shout as they fired on her, "She is only a girl!"

"Glacies tempestas" she called out and a burst of ice shards flew from her hand and impaled themselves through another gangster. The man gurgled and fell to the ground, dead.

As bullets whizzed past her body, she teleported again over to the remaining two gunmen and blasted them with a fatal jolt of electricity.

Look around at the dead bodies before her, she shook her head. She disliked killing, even of Yakuza, but she had to admit it came quite naturally to her. Not a surprise considering what had happened to her in the past. With the demonic influence and her turning evil and everything...

"That should be them all," she mumbled and took off her helmet, which vanished into nothingness. "Let's see now." She bend over to a wall safe and analyzed it.

"Patefacio vestri" she stated, and there was a click as the safe swung open, revealing a series of large bundles of cash.

"Who are you?" she heard an icy voice state and swung around. To her surprise, there was another girl there. She was dressed in a white and purple shirt, a purple skirt, black tights, black undershirt and a silver buckler on her left arm. A purple diamond-shaped gemstone was just viable under her left sleeve, on the back of her palm.

Illyana didn't respond. There was something about this girl that seemed off, and Illyana did not like it. At all.

"Who the hell are you?" The girl repeated. Her voice was cold, but there was a distinct note of surprise in it.

"I take it you're another Puella Magi." Illyana replied. She grabbed bundles of cash and began stuffing them into her pockets. "What's your name?"

"Homura Akemi." The girl responded firmly. "Yours?"

Illyana turned deliberately toward Homura.

"Are you with the Yakuza?" She inquired.

"Don't be absurd. One, I hate the Yakuza as much as any right thinking person should. Two, They wouldn't ever hire a fourteen year old girl. Magical powers or not. Three, if I was going to hurt you, you'd already be dead."

"Is that a threat?" Illyana asked, "I'm warning you, I'm far from defenseless."

"I'm not here to fight." Homura stated plainly, "But I want to know who you are. I've never met you before. Ever."

"Of course you haven't." Illyana replied, going back to stuffing cash in her clothes, "I'm not from around here. Now if you'll excuse me, I must be going."

"Not until I know who you are." Homura stated firmly.

Illyana rolled her eyes, "Name's Illyana. Goodbye Homura." Illyana summoned a stepping disk and disappeared.

After a length shopping spree, Illyana teleported back to Mami's apartment carrying a number of large bags. Appearing in the living room, she set the bags down on the floor. Mami walked in, holding a teacup in her right hand.

"I take it you like shopping?" Mami asked.

"Very much so." Illyana replied. "I met someone while I was...out. Do you know a girl named Homura?"

Mami winced slightly at the name, "Yes, I do. She appeared a few days ago. We've had disagreements."

"What do you mean?"

Mami sighed, "Kyuubey seems to think she's a threat. He's not too specific as to why, but I do get a rather unpleasant vibe from her."

Illyana shrugged, "I don't know...Anyway, any more witches around?"

"Not at the moment." Mami replied.

"Cool, then would you like to go out to a movie? I saw a poster for the new Detective Conan flick on the mall." Illyana asked

Mami chuckled. "Do I want to know where you got all this money?"

Illyana gave a cheeky grin, "Let's just say I did my Frank Castle imitation. Don't worry too much about it."

Mami didn't get the reference, but nodded.


	6. 5: Kyuubey left something out

Chapter 5: Kyuubey left something out of the description.

**Two days later...**

As Mami and Illyana entered walked past a "Under renovation" sign on an abandoned floor of the local department store, Illyana looked around.

"We're getting close." Mami stated.

"I thought as much." Illyana responded, "I'm beginning to get the hang of detecting this world's mystical energies. Though I still want to know where these witches come from..." she shrugged. "Creatures with the power to create pocket dimensions don't just spontaneously appear. There's got to be some way they're created."

"I'd like to know that too... Here we go." Mami stated, and a portal formed on in the middle of the hallway. The two girls entered into a checkerboard maze filled with thorny rose vines.

As Illyana followed Mami, a swarm of white puffballs with handlebar mustaches appeared and started screeching strangely Germanic phrases about roses.

As Mami summoned a series of rifles and blasted the familiars into atoms, she cocked her head to the side.

"There's someone else here," she stated, "This way." She took off running down a passageway. Passing a series of vines, she and Illyana emerged into a large room containing a horde of the puffballs and two young girls. Illyana was nearly overwhelmed when she looked at them, as one of the two, a pink-haired girl dressed in a school uniforms similar to Mami's was emitted huge amounts of magical power. Normally, such energy could only be found if Illyana was specifically looking for it, but this girl... She was brimming with it. Illyana estimated the energy levels to be approximately nine hundred and eighty seven hercs. But that was impossible! By all rights, peak mystical energy for a human tops out at seventy three hercs, and that level is usually only found in the Sorcerer Supreme. Even the gods tended to be limited to around five or six hundred hercs. The notion anyone could have power levels of this amount... Illyana shook her head. That kind of power could level a planet. Easily.

The other girl, who had blue hair and was holding Kyuubey in her arms, noticed the Illyana and Mami as she entered the room. "Who... who are you?" She asked

"A very good question." Illyana replied. "We'll explain once these nasties are cleared out."

Mami gestured and over a hundred of his muskets appeared over the horde and fired their bullets, disintegrating the puffballs. The labyrinth shifted and the four girls found themselves back in the department store.

"We didn't kill the witch, did we?" Illyana asked,

Mami shook her head, "It must have fled." She turned to the two other girls. "I'm Mami Tomoe, pleased to meet the two of you." She then noticed Kyuubey in the blue haired girl's hands. "Ah, I take it you've met my friend."

"He was in my head. I heard him calling for help." The pink haired girl asked.

"Why would Kyuubey need help?" Illyana asked, "If he has the power to create Puella Magi, I'm sure he could handle a few familiars?" She glanced at the creature suspiciously.

"Puella Magi? Familiar?" The blue haired girl seemed extremely puzzled.

"To answer your question." Kyuubey stated, "It was another Puella Magi that attacked me. Black hair, purple soul gem, shield on her arm. Madoka Kaname and Sayaka Miki saved me."

"Homura..." Illyana mumbled, then a thought struck her, "Kyuubey, If you can create Puella Magi, why can't you defend against them? Doesn't that seem a bit reckless, to create something you can't control?"

"Well, the odd thing is that I don't remember making a contract with this one-"

"Soul gem? Contract? What on Earth are you talking about?" Sayaka asked.

"I'll explain everything at my apartment," Mami stated. "Follow me."

Madoka and Sayaka followed Mami. Illyana started, but then noticed another aura behind her.

"I'll meet you there. I have something I need to take care of." She said, and ran down the dark hall of the department store. Deep in the shadows, she saw Homura.

"Thought it was you." Illyana stated, "What are you doing here?"

"Trying to gather your measure." Homura responded coldly, "To figure out whether you are a friend or an enemy."

"So you stood by while Madoka and Sayaka were attacked by those...things?"

"The Anthonys? I knew Mami would arrive. She always does." Homura shrugged, "You however are a wild card. You shouldn't be in the universe. I want to find out whether you can prove an assist to my plans or wind up a detriment."

"You talk like you know a lot more than you let on. Are you precognitive or something?" Illyana glared at Homura, who expression betrayed a slight indication of surprise.

"A good guess, but no." Homura shook her head.

"Why on Earth did you attack Kyuubey? He never did anything to you."

Homura flinched, "Oh, he did alright. He did. If there's one thing you need to understand, understand that Kyuubey, despite his cute furry form, is not your friend. Not in the least."

Illyana rolled her eyes, "I hate it when people are cryptic. Can't people in the know give a straight answer for once? If you're going to prevent a disaster, then explicitly state the time and day it will happen rather than giving directions like "It'll happen when the crow flies" or whatever."

Homura looked at Illyana sternly. "What are your plans now? I need to know."

"Why the hell should I tell you?" Illyana snaps, "It's not like you've volunteered any information about yourself either."

Homura opened her mouth, but Illyana continued. "If you want to know who I am and what I'm going to do, I want to know about you in return. Who you are, why Kyuubey said he never made a contract with you, why you attacked him, everything."

Homura was silent. Illyana shook her head. "Fine, be that way." She summoned a stepping disk and teleported to Mami's apartment.

**Twenty minutes later.**

"I can grant you one wish, any wish you want." Kyuubey thought to the girls, "But in exchange, you become a Puella Magi and fight against witches."

"It's a terrible idea." Illyana stated bluntly.

"What do you mean?" Sayaka asked.

Illyana sighed. "The two of you are civilians. You get up, go to school, do homework, hope to get into a good college. The usual. If you take this contract, you lose all that. You'll be on guard 24/7, worrying a witch will attack. You'll be constantly in danger, risking your life against these eldrich monstrosities, there's a very good chance you'll be horribly hurt or get killed. There's a large chance you won't even see your eighteenth birthday. And all that's assuming the wish goes well. Most likely, it won't. There's a story I've heard about a couple who is given three wishes. The first they use to wish for money. The very next day, their son is killed in an accident, giving them the money through an insurance policy. Then they wish for him back, only for him to reanimate from the grave, forcing them to use the third wish to send him back. Wishing should only be used in the most dire of circumstances, when there is absolutely no other choice."

Madoka and Sayaka glanced at each other.

"I've always wanted to help people..." Madoka said softly.

"It's one thing to be forced into this life, like Mami and I were." Illyana stated, "But I think anyone who takes that kind of burden on willingly is incredibly foolish. I have seen good men die horribly, and would hate for the two of you suffer that fate."

"Rasputin, be nice." Mami cautioned. "If they want to contract, it's their choice."

"I just want them to understand the exact magnitude of what their getting into," Illyana shook her head, then realized something. "Also, Kyuubey left something out of the description I think you should be informed of."

"What's that?" Sayaka asked.

Illyana took a sip of tea and shrugged, "The fact your soul will no longer be in your body."

Madoka and Sayaka glanced at each other with worried looks. A look of shock spread over Mami's face.

"Rasputin... what are you talking about?" she asked softly.

Illyana blinked "You didn't know?" then shook her head sadly, "You didn't know." She looked at her friend, "Mami... That gem you use is your soul. The enchantment used in its creation, Galeon's Quintessential Extraction, it takes your spiritual essence out of your body and puts in in an external device. Gem, broach, necklace, sword..." She held out her hand and her blade formed in it, "It's an enchantment I know well. I put fully a fourth of my own soul into this weapon. Why it's so powerful against magical entities."

"My gem is..." Mami seemed hardly able to believe it. "But...why? Kyuubey, why didn't you tell me you would do that?"

"You didn't ask." The creature responded, "The fact is, to be able to suffer the injuries you do when fighting witches and still remain fighting, it was necessary to block the majority of the pain you would feel. I did that by making your soul tangible."

"You should have told her." Illyana said crossly, "What the hell were you thinking?"

"Why are humans so irrational? Does it really matter where the soul is located?"

"So... I'm like a zombie.." Mami said softly.

"No, you're not." Illyana said firmly, "Mami, you've been a Puella Magi for two years, correct?"

Mami nodded weakly

"Has there been any point during that time where the external nature of your soul has inconvenienced you or posed a problem?"

"I...guess not." Mami said, looking down at her feet.

"Then does it make a difference?"

"I just... it makes me like a zombie, doesn't it?."

"Mami, I may not have known you for that long, but from what I can tell you are a beautiful human being. You're kind, generous, helpful... This changed none of that. While it was blatantly wrong of Kyuubey to not inform you of this, the fact remains that you're a good person. You are not a zombie, not in the least." Illyana patted Mami on the back.

Mami nodded and looked at Kyuubey. "Are there any other details of the contract you didn't mention?" She asked, anger present in her voice.

"None at all." Kyuubey responded.

Illyana turned to Madoka and Sayaka, "This is a prime example of why dealing with this sort of thing is usually a bad idea. Always hidden catches."

"Mami-san," Sayaka started, clearly troubled, "About the wish...Would it be possible to use it for someone else's benefit If someone was hurt, for example, would it be possible to make him better?"

"Weren't you listen-" Illyana began but Mami cut her off.

"That is a dangerous road to go down," Mami stated, her voice more level. "While I am not strictly saying you shouldn't use it that way, you need ask yourself if you are truly doing it out of altruism, or whether you are doing it to make that person feel indebted to you."

Sayaka visibly flinched, but nodded

"The important thing is that you don't regret it," Mami stated, "Everything else is secondary. Now, I was thinking that to help the two of you decide, I'll take you on a few witch hunts."

"Are you _joking_?" Illyana stated, clearly horrified, "Taking civilians into a witch's labyrinth is possibly the worst idea I've ever heard!"

"Would you rather have them make a decision without knowing what they're up against?" Mami asked

"I'd rather them not make the decision at all!"

"It's not your call, Rasputin. Kyuubey offered them a contract and its up to them whether they'll take it. This way, they can make an informed choice."

Illyana glared at Kyuubey, but nodded.


	7. 6: GIVE US A CLEAR ANSWER!

Chapter 6. GIVE US A CLEAR ANSWER!

"Illyana," Madoka stated as the four girls walked down a street in lower Mitakihara. "Is this lifestyle really that dangerous?"

"Very much so." Illyana replied, "Let me put it this way. On my homeworld, I was in a team with seven other mutants. Every single one of us has some extremely nasty things happen to us. Cannonball was split open by a half-man half-pterodacytale and only survived due to his immortality manifesting, Mirage came within a inch of death after facing off against a demonic spirit bear, Karma was possessed by a psychic entity and was forced to eat until she weighed over three hundred kilograms, Wolfsbane lost control of her wolf form and nearly killed her father, Magma discovered her entire past was a lie, that she had been kidnapped from Britain and mindwiped into thinking she was from some roman civilization hidden in the amazon, Warlock sacrificed himself to free his friends from an insane cyborg, and Cypher was shot in the chest and killed."

There was silence for a moment, then Sayaka spoke up, "What about you?"

Illyana shifted uncomfortably from side to side then stated, "Let's just say that my past caught up with me and leave it at that."

"Why did you say you have so many members in this "x-men" group? If it's so dangerous..."

Illyana shook her head, "Most of us didn't have a choice. Being a mutant has a...social stigma. A big one. There have been numerous occasions where people have tried to wipe us out, and by that I mean our entire species. Sticking together allows us to have better odds. Having a normal life is out of the question, sadly. My brother, colossus, has said he sometimes wishes he could have been an artist. Nightcrawler wanted to be a priest. Beast a geneticist."

"What about you?" Mami asked.

Illyana paused, "It's been so long I can't remember." She looked down at her feet. "Kind of sad isn't it? That I've been this way so long I can't even imagine a normal life."

"I thought you told us that mutants manifest their powers as teenagers." Sayaka said, "You can't be older than fifteen or sixteen, did you really forget your dreams in the span of three years?"

"It's a long story."Illyana sighed, "When I was six years old, a sorcerer named Belasco came to Earth from a world called Limbo and kidnapped me to have me open my reality so that dark forces could conquer the Earth. I spent the better part of eight years learning from him, training in battle, and ultimately kicked him out of Limbo and took the place over." An odd look flickered past Illyana's face, a mixture of sadness, fear, and anger. "So I've been training since I was little. Very little."

"You were kidnapped at six?" Mami asked, "That's horrible."

"Are we close?" Illyana said, trying to change the subject.

Mami lifted her egg. "It looks like the witch is in that warehouse." She pointed to a large building across the street."

"Mami-san! Someone's on the roof!." Madoka called out.

A dark figure fell off the top of the building.

"Tardus cado." Illyana stated and the woman's decent slowed dramatically, allowing Mami to catch her in her arms.

"Gravity control too?" Mami asked, chuckling, "How many spells do you know?"

"Thousands." Illyana replied, "I was the seventh most powerful magic user on my homeworld. I read Belasco's entire library, memorized it, then burned it to the ground. So I'm quite the witch...ah, bad choice of words." She grinned, hoping to lighten the mood, but it didn't work.

Mami held up her soul gem and a portal flashed into existence.

"Keep close." She said to Madoke and Sayaka.

"And for God's sake don't do anything foolish." Illyana added, then glanced at the baseball bat Sayaka was carrying. She placed her hand on the end and stated "Suffusus per flamma." The end of the bat burst into fire.

"Whoa!" Sayaka said.

"Mystical flames. It should help you if you get attacked. I don't suppose you brought anything, Madoka?"

"Umm." the pink haired girl responded.

"I figured." Illyana scratched her head and sighed, "if you do choose to disregard my warning and become a Puella Magi, you'll need to learn to think ahead. Levitas Telum ."

A large brown longbow appeared in Madoka's right hand, causing her to drop Kyuubey in surprise.

"Draw the string and fire at the wall." Illyana instructed. Madoka nodded and did as she was told. To her surprise, as she released the string, a bolt of lightning flew out and charred the the side of building.

"Nice." Mami stated.

Illyana rolled her eyes, "Loath as I am to take these two into a labyrinth, I am not about to leave them defenseless. That would likely prove fatal." Mami nodded and the four girls entered the labyrinth.

This maze with extremely large, with giant stone hallways and steep staircases. As the girls blasted familiar after familiar out of existence, Illyana glanced back at Madoka and Sayaka. As much as she hated to admit it, the two were proving surprisingly capable. Most people, forced to fight against these..Anthonys, or whatever they were, would freeze up. But the girls were actually making a fair stab at fighting the monsters, with Sayaka bashing the heads of the creatures and Madoka proving a decent shot with the bow. Quite impressive, considering they had no formal training.

Eventually, the four reached a large door with runes inscribed on it. They read "Gertrud" and then blow it, "I desired roses. Tons of Roses." if Illyana's decryption spell was working right. Something deep in Illyana's mind twitched, as if she felt there was something very important she should realize from the runes, but she couldn't quite put her finger on what.

As the door opened, Illyana looked inside and saw a massive rose garden with a creature in center. Roughly ten meters in height, the creature had a large, thick, red and white body with a long neck upon which was perched a green mass that bore a vague resemblance to a squid, only dotted with small roses all over. A massive pair of butterfly wings was attacked to the witch's back.

"_That's_ a witch?" Sayaka said, clearly disgusted.

"An example, yes. Nasty, huh?" Illyana replied. She and Mami leapt off the doorway and into the room.

A series of guns appeared at Mami's feet and she began firing. Illyana summoned a stepping disk and teleported herself onto the Witch's back, then stabbed it deeply right above it's wings. Then teleported again onto it's head and stabbed it again.

"Gah!" Illyana heard Mami call out and saw her grabbed by a tentacle and lifted off the ground. Then, all of a sudden, a burst of lightning flew from the doorway and severed the tentacle. Mami spun in midair and summoned her BIG gun.

"Tiro...Finale!" She called out again, and a massive burst of energy blasted the witch into atoms. Mami leapt down and drank from a teacup.

As the labyrinth vanished, leaving the girls in the warehouse, Sayaka grinned, "Did you see that? Madoka hit that piece of goop like a pro, didn't she!"

Madoka blushed slightly, Mami grinned. "Impressive marksmanship, indeed. Good job Kaname, you'd make a great Puella Magi."

Madoka's face turned beet red. "You really think so?" She said, smiling.

"Madoka," A voice said from a nearby alleyway, "Do you remember what I told you?"

"Homura-chan?" Madoka asked.

Homura walked out from the shadows and stared at the pink-haired girl for a long moment.

"What's is she talking about?" Illyana asked.

"She told me a few days ago to never change who I am." Madoka replied, "Otherwise I would lose everything. Much like..." She glanced at Illyana, "she said."

"Quite true," Homura replied, "I pray my warning has not been in vain."

"Oh, where do you get off?" Sayaka snapped, "It's our business whether we become Puella Magi or not. Not yours."

"It is very much my concern. You may not understand why, but-"

"Then make us understand," Illyana stated, irritation clear in her voice. "You show up and make enigmatic comments while saying nothing about yourself or what you know. If you are trying to convince us of something, GIVE US A CLEAR ANSWER!"

Homura looked straight at Illyana, then at Madoka. "If Madoka contracts, the Earth will have about seven days to live. Is that clear enough for you?" She shook her head and then walked off.

"What?" Sayaka said incredulously, "That makes no sense whatsoever!"

"It actually kind of does." Illyana responded, "I can sense mystical energy, among many other talents, and Madoka has an incredible amount in her. More than should be logically possible. I'm counting nine hundred and eighty seven hercs of energy in her body."

"Hercs?" Mami asked.

"It's the standard unit of mystical energy on my homeworld. One herc is equal to the amount of power the demigod Hercules expends in a single blow. For comparison, I'm roughly sixty hercs. Mami is around fifty. Most of my homeworld's gods are around two hundred. Nine hundred eighty seven hercs is enough to shatter a planet. Now, I don't think Madoka would do that intentionally, but the amount is large enough that if she loses control in a battle..."

"Is that why you think it's a bad idea to contract?" Madoka asked.

"In part, but what I said earlier holds true too. No matter how powerful someone is, there's always someone stronger. I'm not sure if this universe has cosmic entities, but the point is, this lifestyle is not the kind of thing you want to get into. Regardless of power level."

Madoka nodded weakly. "I understand. I think."


	8. 7: I wished for a cheesecake

Pullea magi ch 7

Chapter 7. I wished for a cheesecake.

"It doesn't add up." Illyana stated in between bites of cheesecake. "You fight witches multiple times a week. Even assuming you're the only Puella Magi in this town, the area should have been swept clean long ago. There must be some source of witches that I can't think of."

Mami shrugged, "Don't worry too much about it Rasputin. It's just one of those mysteries of life."

"Call me Illyana, and while it may be nothing to worry about, it just...bugs. I feel like this is something very important, but I can't quite figure it out."

At that moment, the door to Mami's apartment flew open.

"Mami-san!" Madoka cried, panting heavily. "Another witch. This one at the hospital. Sayaka-chan stayed behind to keep track of it-"

"What?" Illyana said, shocked, "That was a terrible idea! If a labyrinth opens up and swallows her-"

"We couldn't just let it stay there!"

"Yes you could've! Coming here and telling us was a good idea, but going into a labyrinth without anyone to protect you is stupid as-"

"Are you going to keep bickering or are we going to go rescue Miki?" Mami interrupted.

"I...yes. Very well." Illyana gestured and disks of white light appeared under the three girls, teleporting them to the local hospital.

"Sayaka, are you okay?" She thought out.

"I'm fine. It's actually rather boring in here." the response came.

Mami nodded and approached a section of the wall. "Right here" she said and a portal flashed into existence. The three entered into a long distorted hallway filled with giant syringes and feeding tubes and other hospital equipment.

"I would advice you to withdraw." a voice said from behind the three. They turned to see Homura approaching from the entrance to the labyrinth.

"You again?" Mami said, annoyed, "I told you to stop appearing."

"I am aware Miki Sayaka is in this area." Homura stated, "Leave, and I will retrieve her for you. You three exit the area."

"Because you're just sooo trustworthy." Illyana replied sarcastically.

Homura stared at Illyana for a long moment. "If you really want-" she began, but was cut off by a series of ribbons that formed out of nowhere and bound her tightly. "Mami Tomoe you idiot. This witch is not like the others you encountered! Get me down from here!"

"I think not." Mami replied, "Be good and I'll release you when I'm done."

Homura glared at Mami. "Illyana, I could use a little assistance."

"I'm with Mami on this one." Illyana replied, "Now if you'll excuse us..."

The three walked away, leaving Homura bound. A brief pang of guilt flashed through Illyana's mind, but she put it out of her head.

As they walked deeper into the Labyrinth, Madoka spoke up.

"Mami-san, Illyana... I was wondering something."

"Yes, Madoka?" Illyana asked.

"I was thinking... what if I just wished to be a magical girl? I mean, I'm fairly useless and have no special talents, and when I saw the two of you fighting it really inspired me. If even someone like me could help people..."

"You really are stuck on this aren't you?" Illyana sighed, "Madoka, it's all well and good that you want to help people but there are others ways to do it than giving up your life like Mami and I did. You could volunteer at a charity, for example. Or create art. Or learn medicine. And don't say you have "no special talents." I have met thousands of people and I have never met anyone who wasn't good at something. Besides, you're fourteen. You've got plenty of time to develop your skills."

"But the two of you are so cool..."

"Cool?" Illyana shook her head, "Madoka, I would give up almost anything to be able to have a normal life like you have. Cool has nothing to do with it." Illyana blinked at a particularly large section of runes on a wall. "Ostendo sum Verum" she stated and the runes swam.

"Charlotte" it read. And then below it. "I wished for a cheesecake. My dying mother wanted to eat it, but maybe I should have cured her disease instead. However, that surely wasn't possible."

A chill ran up Illyana's spine. "It can't be that simple, can it?" she whispered, horrified. "My god."

"Something wrong, Rasputin?" Mami asked.

Illyana shook her head, "No, nothing." then she turned to Madoka. "Madoka, I know you haven't known me very long," she whispered urgently, "But you must listen to me. I seriously think Homura was right when she said that if you contract the world will be destroyed. I can't say how or why, but I seriously believe it will. Can you trust me on this?"

Madoka stared at Illyana for a long moment, "Yes, I think so."

"Thank you." Illyana said. Then she turned to Mami, "Mami, I want to say that you're a very good friend. I want you to remember that."

Mami's eyes moistened slightly. "Thank you. It's been so long since I've had a friend. Or friends, rather." She grinned at Madoka, who grinned back. "Even if you don't contract, Kaname." she continued, "It's good to be with you. And Rasputin? You're such a good person. You mean so much to me."

She gazed down the hall, which was turning into what appeared to be a giant cupcake. "Shall we finish here?"

Illyana nodded and the three girls ran down. Mami changed into her magical girl garb in a flash and small balls of color appeared around them. At Mami and Illyana blasted the familiars around, Illyana glanced at Mami, who seemed to be truly happy for the first time she had seen her. Illyana, however, was worried. If what she suspected was true, the contract was possibly the most sinister thing she had seen in her life. But she didn't want to jump to conclusions. After this witch, she was going to ask Homura what she though. Hopefully, the black-haired girl would give her a straight answer.

They arrived in a large room with giant sweets piled around. Sayaka and Kyuubie were standing next to a particularly large donut.

"You made it." Sayaka said, relief evident in her voice.

Then the four girls glanced over to the other side of the room, where a small pink and red doll was on a tall chair.

"Sorry to ruin your entrance." Mami said, and shot the doll off the table, then hit it with several more bullets on the way down. She then swatted it across the room with the butt of her rifle and pulled out her big gun.

"TIRO FINALE!" She called out, more vigorously than normal. A hole tore through the doll. Then the doll shifted, forming a long, large, black worm like creature.

In that moment, Mami froze.

In that moment, the worm lunged for her head.

And in that moment, ten years of battle trained reflexes took over in Illyana's body.

" Flamma Tentatio!" she shouted, and a burst of flame tore out of her hand and engulfed the worm. It let out a roar of pain and turned to Illyana, apparently forgetting Mami entirely.

"Glacies tempestas!" she called out, and ice shards blasted from her hand, carving deep. The worm lunged at her, but Illyana dodged and jabbed her sword into it's belly.

"Navitas ex mucro!" she screamed. A burst of energy tore from her sword and blasted it's way straight through the skin it with cut into.

"Telum effervo!" A swarm of arrows flew into the worm's flesh.

"Lux lucis orbis!" Several ball lightning spheres materialized and crashed into the creature's mouth

"Terra permoveo!" the floor of the labyrinth jutted up and impaled the worm in the gut.

The worm collapsed, twitched slightly and then vanished into nothingness. As the labyrinth faded, Mami looked at Illyana.

"I...I...nearly..." she stammered out. "I nearly died there."

Illyana nodded, "You okay?"

Mami didn't answer at first.

"Mami-san?" Madoka asked.

"Yes." Mami said finally, "I'm alright. That was just a close call. A very close call."


	9. 8: The universe can still surprise you

Chapter 8. The universe can still surprise you.

As Mami tried to catch her breath, the four girls were suddenly aware of footsteps approaching from behind them.

"Good to see you alive and well." Homura said, walking up to the four.

"I thought I tied you up." Mami said, annoyed.

Homura shrugged, "The bindings dissolved when the labyrinth vanished. Let me make something very clear, Mami Tomoe, if Illyana had not been with you, you _would _have died. Messily, too. You need to get it in your head that your attempts to train Madoka and Sayaka are only going to end in disaster. "

"Well I was and she didn't. And quit trying to run everyone else's life. It's annoying as hell." Illyana responded, then glanced back at her friends. "You three head back to the apartment. I need to talk to Homura."

"Really?" Sayaka stated, "You _want_ to talk to this irregular?"

"Yes, actually, I do," Illyana replied. "I need information."

"What kind of information?" Madoka asked.

Illyana hesitated. "Just information. Don't worry about it."

"I really think you're hiding something from us-" Sayaka began, but Mami cut her off.

"Don't worry Miki. I'm sure she has a good reason. Come on, I'll treat you to a parfait at the local ice cream store."

As the three walked off, Illyana turned to Homura.

"As annoying as you might be, I need help." Illyana stated.

"Help? You seem to have everything pretty much covered." Homura said, Illyana detected a slightly smug tone in her voice.

"I think you know what I mean. The witches. Where do they come from?"

The smugness in Homura's voice disappeared instantly. "Ah. I see."

"You seem to know a lot about what going on. So tell me."

Homura stared at Illyana for a long moment. "Where do _you_ think they come from?" she finally said.

Illyana sighed "At first I thought the just manifested randomly. Like how quantum foam is spontaneously generated on the subatomic scale, but on a visible level. But I've looked at the runes in several Labyrinths and they seem to talk about "I want this" "I desire that" and most importantly, "I wished for this." Illyana looked down at her feet for a moment and stared straight at Homura. "I think they come from Puella Magi."

Homura blinked for a moment then gave a grim smile. "Very good. Illyana. You figured it out."

"But.. how?" Illyana asked.

Homura paused for a moment, figuring how to explain it best. "Basically, Kyuubey offers girls contracts to generate energy for his race, the Incubators. When the girls takes the contract as most of them do, they spent time as Puella Magi. Kyuubey then watched as they become emotionally distraught. When a Puella Magi reaches their limit, either magically or emotionally, their soul gem shatters and they become a witch"

"And since Puella Magi can only cleanse their soul gems through defeating witches..."

"It means a Puella Magi can only survive at many others expense." Homura finished. "Now you understand."

"So that means Mami will become a witch? My god." Illyana winced at the thought.

"It is quite likely." Homura shook her head. "It has happened numerous times in the past. More often though, she gets killed by Charlotte. The worm you just killed." Homura paused for a moment and added "Truthfully, I pity her and her naivete . Envy her too I suppose. She knows nothing about whats really going on."

"You envy her despite the fact she gets killed by a giant- wait... "numerous times in the past?" Illyana did a double take. "What on Earth are you talking about? How can..."

"You're pretty smart, take a guess." Homura shrugged.

"You're a time traveler?" Illyana guessed.

"Right in one." Homura nodded. She then gave a solemn look at Illyana. "I wake up on March sixteenth, two thousand eleven and then go through forty seven days trying to prevent Madoka Kaname from contracting. I always fail. Usually at the very end. And on May first, twenty-eleven. I use my power to turn back time and go back. Again and again and again and again."

"So you've been running through the same month and half..." Illyana blinked, "How long?"

"Nine hundred and thirty eight times. And I remember each and every one of them." Homura stated flatly.

"Nine hun-That means you're over a hundred years old!" Illyana looked at Homura, shocked.

Homura shrugged. "I don't age. I don't think other Puella Magi do either."

"That's a hell of a long time to try to save the world," Illyana said, still rather blown away. "I probably would have given up by then."

"I'm not doing it for the world." Homura said. "I'm doing it for Madoka."

"Seriously? But she barely knows you."

Homura looked at Illyana sadly, "A long time ago, a very long time ago, she saved me. I made a promise a few loops later than someday, somehow, I would save her. To date, I have failed. But I cannot give up. I will never give up. For her sake."

"To go through so much and meet with failure every time...I'm impressed you haven't turned into a witch yourself." Illyana stated.

"In a way, I have." Homura took a deep breath. "On May first, the most powerful witch I have ever found comes to Mitakihara. It is known as Walpurgisnacht, but it is actually my future self. From what I guess, it travels here because of demented regret about having ever met Madoka in the first place. I have gotten to the point where I need to kill it many times, but every time something falls apart. Usually Madoka contracts to stop it. Sometimes, it just can't be beaten, even with Mami Tomoe, Kyoko Sakura, Sayaka Miki, and myself all working together. So every time I turn back time hoping to find something I have missed. And every time I turn back time, Madoka Kaname becomes a bit more powerful. By this point she is powerful enough to kill Walpurgisnacht in one hit, but immediately turn into a witch after and destroy the planet." Homura shook her head. "Then this time you arrived. I think you can understand how much of a shock that was. I mean, considering I've damn near memorized every possible turn of events that can occur, well..."

"I can guess." Illyana responded, "You found the universe can still surprise you. Who's Kyoko?

"Mami's former companion. The two had a falling out about a year ago. She's in the next town over. I've sometimes asked for her help with Walpurgisnacht."

"So, why did you run into me at the Yakuza base?"

"I don't have any offensive powers on my own, just time stopping and an extradimensional storage space. So I steal weapons from the Yakuza. Many weapons. I make some too, bombs for example."

Illyana nodded. "So, I take it there is no way to turn a witch back into a Puella Magi."

"None at all." Homura confirmed, "Believe me, I've tried. On Madoka, and Mami, and Kyoko, and Sayaka. Especially Sayaka."

"Sayaka-"

"That poor girl is doomed in every timeline I've seen. Every time, she contracts. Every time, she turns into a witch or get killed. Unlike Madoka, she makes the same wish every time. To cure the hands of that violinist guy she has a crush on." Homura shrugged. "I've given up trying to help her."

"You could just tell her about what witches are and..."

"Tried that. She makes the contract anyway. Some people, you just can't save."

"Mami would disagree." Illyana replied.

Homura rolled her eyes. "Mami's an idiot. Well, that's too harsh. " Homura paused, "It may not appear so, but I actually do like Mami. She's a bit a fool, but she has a good heart." Homura sighed. "I know I may appear like a bitch, with being standoffish and enigmatic, but I do care about people. Madoka most of all, but Sayaka, Mami, and Kyoko too. They are good people. They don't deserve all this shit Kyuubey did. If I could save them all, I would. But I can't."

Homura took a deep breath and sighed, "Look. I know you don't like me, but I really need your help. The most important thing is preventing Madoka from contracting. Second most important is defeating Walpurgisnacht. If you can help me do those two things, I can break out this loop and get to May second."

"You're being a lot more forthcoming with information than you were earlier." Illyana nodded.

"As much as I hated to admit it, you were right. Being specific tends to gain allies better than being enigmatic sometimes."

"Why don't you just tell the others about the witches? If Madoka is told she would become one, that might..."

"Wouldn't work. Madoka wouldn't believe me. Sayaka wouldn't care. Mami... well, she'd take it badly. To say the least. Killed me the last time she found out." Homura winced slightly.

"Seriously? I would have thought..."

"Last time Mami found out, her mind broke and she tried to kill every Puella Magi she could find. She couldn't bear the thought of hurting her friends, or any other girl turning into a witch, so she shot me. Madoka contracted to raise me from the dead. Time before that, she committed suicide upon finding out. Time before that, Kyoko killed her in self defense. It never turns out well."

Illyana looked at Homura sadly. "There must be some way I can help her."

Homura shrugged. "Be her friend. That's all I can suggest. She's the loneliest person I know. I mean, she's lost everyone. Her parents, Kyoko, Sayaka... Well, she's going to lose Sayaka. Hasn't happened yet but it will, trust me on this. Anyway..." Homura sighed. "I know we got off on the wrong foot. I hope this helps mend the gap somewhat because as much as I hate to say it, I could really use your help."

"I think it does. I didn't realize everything you went through. I mean... You are the most determined person I have ever met. And considering the people on my homeworld, that's saying something."

"You're from another planet?" Homura asked.

"Another universe, really. Some people on my homeworld have superpowers. Similar to a Puella Magi but without the whole "turning into a witch" thing. Usually, at least, I was a bit of an exception."

"You were a witch?"

"Well, I turned evil for a while... It's a very long story and I'd rather not go into it right now. But there's several teams on my homeworld. The Avengers, the Fantastic Four, and the X-men. I was an X-men, hence the "X" on this uniform." She motioned to the emblem on her shirt. "Our primary pastime is saving the world. Secondary pastime is the older members teaching the younger members. But that's distant second. A huge world destroying crisis seems to arrive every week. It's absurd. Just as soon as one crisis passes the next arrives. Like we never accomplish anything."

"I can relate to that." Homura replied.

Illyana nodded. "Anyway, one particularly bad crisis resulted in my being erased from existence. I wound up here. Mami found me."

"So you decided to hunt witches with her..."

"I couldn't go home. Can't breach the dimensional walls. Needed something to do and when Mami told me these creatures were menacing civilians, well... What's a superhero to do?"

"Superhero huh?" Homura nodded, "I'd advice you to restrain your altruism. It can prove rather debilitating in our world."

Illyana shrugged. "Fair point. So, what are your plans now?"

"Steal more weapons." Homura replied simply, "As many as I can. And hope Madoka can withstand Kyuubey's temptations this time." She nodded and turn to walk away.

"One more thing Homura." Illyana stated. Homura looked back. "Kyuubey offered me a contract too. I'm not going to take it, but I thought you might like to know."

Homura simply nodded and walked away.


	10. 9: That's why I'm going to help you

Chapter 9: That's why I'm going to help you.

Sayaka knocked on a door. "Kyousuke?" She asked. There was no response.

She knocked again. Still no response.

She took the door handle and opened it. A young figure lay in a hospital bed, not even moving as Sayaka walked in. She sat down in a chair and looked at him.

"Kyousuke?" She said to the figure. "Are you okay?"

"What do you think?" The boy's voice was hardly above a whisper.

Sayaka looked down at her feet. "I brought you this piece by Paganini if you'd like."

"Sayaka..." Kyousuke said softly.

"Yes?"

"Why do you mock me like this?"

"I—what do you mean?" Sayaka said, a tad startled.

"I can't play. I can't do anything. I don't want to listen to music anymore. Not like this." he shook his head slightly.

"I'm sure your hands will get better..." Sayaka stated, but her voice trailed off.

"No. They won't." Kyosuke said, his voice firm this time. "You know this, I know this, the doctors know this. Medicine can't help me. Nothing can."

Sayaka was silent for a moment, then Kyousuke continued.

"You know as well as I do that music was what I lived for. Now that's gone. Forever. I just can't see the point anymore. Honestly, I wish I had just died in that wreck. At least then I wouldn't have to live in this broken state."

"You're not broken."

"Yes. I am. I can't play anymore, so what's the goddamn point of living?" Kyousuke closed his eyes and shook his head sadly. "I've known you for ten years now, so I trust you more than anyone else. Can you promise me you won't tell anyone what I'm about to tell you?"

"I guess."

"It's very important."

"Alright." Sayaka said, "I promise."

Kyousuke nodded. "I'm planning on killing myself once I get well enough to walk. Going to jump off the roof of this godawful place. And yes, I know people will miss me, but I can't live like this. This is hell."

Sayaka's eyes widened in shock. For a moment she was struck speechless.

Then she found her voice.

"You don't need to do that." she stated firmly.

"You don't get what it's like to be helpless like this. To have your life's dream snatched away from you."

"I don't. That's why I'm going to help you. Kyousuke, do you believe in miracles?

Kyousuke shook his head. " I used to. Not anymore."

"Well, I can say for a fact they exist. I've seen them." She took a deep breath, "I have been offered a wish. Any wish I want. Money, fame, love, anything. I'm going to use it to cure your hands. It has a price, but I'm willing to pay it."

Kyousuke looked at Sayaka for a long moment. "I can think of two possibilities as to why you'd say that. The first is that you're deliberately playing with my emotions. The second is that you've gone nuts. I really hope it's the second considering how long we've been friends."

"I swear to you, it's the truth. Let me show you." She got up from her seat and walked to the window. "Alright Kyuubey. I'm ready. Heal him. That is my wish."

From Kyousuke's perspective, it looked like she was talking to empty air. "You really have lost your mind, haven't you? Wait- Sayaka! SAYAKA!"

Sayaka appeared to double over in pain and clutched her chest. She remained in that position for a long moment, then stood up.

"Sorry to worry you," She said, grinning. "It was just a bit more painful than I had expected." she took her hands from her chest, revealing a shining blue gemstone inside her left palm. "Try it now."

Kyousuke stared at her for a long moment. "I am reasonably sure that gemstone was not in your hand a few moments ago, how did...wait.."

He blinked and stared at his left hand for a long moment, then slowly but deliberately, his fingers moved.

"Impossible." he said flatly. "This is impossible, the doctors said the damage would never heal... How on earth..?

"Magic." Sayaka said, grinning.

Kyousuke flexed his hand some more, then smiled for the first time in months. "I have no earthly idea how you did it, but you did. Thank you Sayaka. So much." He hesitated and then said, "Would you like to listen to that piece now?"

Sayaka grinned. "I'd like nothing better."


	11. 10: What would you do if you knew

Chapter 10: What Would You Do if You Knew a Good Person Was Going to Die?

As Illyana teleported into Mami's living room, Madoka leaped in surprise.

"Oh, sorry Illyana. Not used to that." the pink haired girl remarked.

Mami chuckled slightly, then looked at Illyana. "Rasputin, is something wrong?"

Illyana shook her head, "No. Everything all right...where's Sayaka?" She looked around the room for the blue haired girl, but she was nowhere to be found.

"Oh, she said she had something she needed to do. Mami-san offered to treat her to ice cream, but she said this was more important." Madoka replied.

Illyana winced, having a bad feeling about what that meant.

"So did you find what you needed from Akemi?" Mami asked.

"Yeah, I did." Illyana nodded, trying not to belay her dismay at what she had learned. "She's actually a pretty nice person when you get down to it."

Mami cocked her head slightly, "Really?"

"Yeah. She just comes across the way she does cause she's been through a lot."

"Like what?" Madoka asked.

"Losing friends." Illyana shrugged, "She's lost a lot of people."

"Always a difficult thing to experience." Mami said softly. "By the way, I never got to thank you for saving me from that worm-thing."

"Ah, Charlotte?"

"Pardon?"

"That's the worm's name. Charlotte. I can read the runes in the labyrinths."

Mami shrugged. "Alright. Anyway. Thank you. For saving me."

"No problem, it's what friends are for."

At that moment, the door opened and as Illyana turn to look, she saw Sayaka walking in grinning broadly.

"Heya Madoka, Illyana, Mami-san. Sorry I'm late." She said.

"Sayaka," Illyana began, "Did you-"

"Contract?" Sayaka chuckled "Sure did." She held up her right hand and a ring on it formed into a bright blue soul gem. There was a flash of light and she transformed. Her school uniform turned into a blue and white bodice, a blue skirt, white cape, and white boots. She grinned at the three of them.

"Sayaka-chan," Madoka said softly, "Aren't you worried about getting hurt?"

"Me? Nah. I'll be fine. Defender of the innocent, that's me." She glanced over to Mami, "I'm sure you could use the help."

Mami giggled slightly, "Yes, I could. Very nice. If you don't mind my asking, what was your wish?"

"I've been friend with this friend of mine, Kyousuke Kamijou, for a very long time, but he lost the use of his hands in an accident. So I gave them back to him."

"Ah." Mami nodded, "Well, so long as you don't regret it."

"Regret it? Why would I regret it? Best decision of my life."

Illyana flinched slightly and stared at Sayaka. Homura had said she was doomed. Illyana didn't buy that. Being "doomed" meant you were destined to fail, and if there was one thing she believed, it was that destiny could be defeated. This time however, it seemed she had been unable to save Sayaka from contracting. Maybe, if she was lucky, she could prevent her from becoming a witch.

"What do you plan on doing now?" Illyana asked.

"Fight the good fight." Sayaka responded, "Kick the ass of any witch that comes to this town. What else would you suggest?"

"Caution, for one." Illyana said firmly, "You're new at this, so be careful. Don't expend too much magic at once, and don't bite off more than you can chew. And don't get overconfident. Mami has two years of experience and even she froze in the middle of a battle."

"You sound like my mother." Sayaka rolled her eyes. "I'm fine. Don't worry so much. So, Madoka, you figure out what your wish is?"

"No.. No. I haven't" Madoka responded.

"Fair enough. Don't worry about it, I'll wait for you for as long as you need to decide."

Madoka glanced at Illyana, who looked back with a pleading stare. Madoka nodded briefly.

"Well, I'm very glad I have a partner now." Mami beamed, "We can go hunting after school tomorrow. The four of us."

Madoka nodded weakly

Illyana looked at Mami sadly, then glanced at Sayaka. Two good people. Odds are, they wouldn't last another year without dying or turning into a witch.

There must be some way to save them.

**Elsewhere...**

"You want me to head to Mitakihara? Seriously?

Kyuubey nodded. "There's a new Puella Magi in town. Sayaka Miki. She's with your old companion."

Kyoko snorted and bit into a large sandwich in her right hand. "Seriously? That's rich. I thought Mami was just going to be by herself for the rest of her life. That or get her fool ass killed. But yeah. I can get there. My own town is damn near picked clean of witches."

"There's another wrinkle. A third Puella Magi, only this one has powers without forming a contract."

Kyoko gave Kyuubey a funny look. "How the fuck is that possible?"

"She is from another world. More than that is unclear." Kyuubey cocked his head. Kyoko nodded.

"Three girls against me huh? No problem." Kyoko laughed.

**Back in Mitakihara...**

"Madoka's not coming?" Mami asked, sound slightly disappointed.

Sayaka shook her head, "She wasn't feeling well during third period and had to go to the nurse, so she missed her homework assignment. I did student council work at that point, so I don't have it. She said she'd get it from Hitomi."

"Friend of yours?" Illyana asked

Sayaka nodded "Yeah, she's kind of the third member of our trope. Her, Madoka and myself. Though since she didn't get offered a contract we've been kind of drifting apart. Should probably do something about that." She grinned. "Must say, I'm kind of excited."

"That's the adrenalin kicking in. Be mindful of it." Mami said, "It can be a real downer when it wears off." She pulled out her soul gem. "Alright, it looks like the witch is northeast of here."

Sayaka nodded and her soul gem appeared as well. She blinked for a moment, "Um, Mami... I'm kind of new at this, but it looks to me like it's south of here, not northeast."

Mami looked at Sayaka's gem, then at her own, then back again. "Most unusual. Why would our two gems point two directions?"

"Obviously, there's more than one witch about." Illyana stated.

"Ah, that makes sense." Sayaka replied, "Why didn't I think of that?"

"The logical thing to do would be to split up." Illyana stated, "Since Sayaka's new, I'll go with her. Mami, you able to handle this next one by yourself? Not going to freeze up again?"

"I'll be fine, thank you for your concern," Mami smiled, "Charlotte just caught me off guard, that's all. Won't happen again."

"Alright. Good luck, Mami."

"And you, Rasputin."

Mami ran off down the street. Illyana turned to Sayaka. "Can your gem tell me how far away it is?"

Sayaka shook her head. "I think it only tells direction and a "hot or cold" sense. It doesn't get more precise than that."

"Pity." Illyana stated, "If it did I could just teleport us there. Guess we're on foot."

The two girls started off southwards. Illyana couldn't help but stare at Sayaka. While she had only known the girl for a little while, Illyana felt that she was a good person. A bit too stubborn for her own good at times, but she had a good heart.

And she was going to die.

The more Illyana thought about it, the more being a Puella Magi was like having a terminal illness. You got a wish out of it, yes, but from what Homura had said and the sheer number of witches available, it seemed to her that those who contracted had an extremely short span of time before dying or turning into a witch. The adage "The candle that burns twice as bright burns half as long" came to mind. Mami had survived two years before that scarily close call Illyana had saved her from. But from what Homura said, Sayaka would have just a few weeks, maximum. Homura had said she'd played through a month and half, and she had seen Sayaka turn into a witch during that time frame. Almost every time. Of course, Homura herself had been a Puella Magi for over a hundred years, so not every magical girl fell prey to what seemed to be their destiny.

_Destiny?_ Illyana thought, _Screw destiny. There's some way to save them. Save everyone. I was saved, after all, when everyone thought it was hopeless._

"I think we're getting close." Sayaka stated.

"Can I ask you a question?" Illyana asked.

"Sure, go ahead."

"This... Kyousuke guy."

"What about him?"

"How much do you care for him?"

Sayaka gave Illyana a funny look. "What kind of question is that? He's a close friend. A very close friend. We've known each other since kindergarten. I'd go through hell and high water for him."

Illyana looked at Sayaka strongly "Would you die for him?"

Sayaka rolled her eyes. "Come on Illyana, give me a freaking break. I know this lifestyle is dangerous. You have explained that to me on multiple occasions. I'll be fine. I'm not going to die. But to answer your question... Yes. I would die for him, if it came down to it."

Illyana nodded grimly. "You know, if you had just told me about him..."

Sayaka shrugged. "I don't regret what I did. Being a Puella Magi sounds fun. We get to help others, and I'm all about helping others." She then looked at an old warehouse across the street they were on. "I think the witch is in there." She took off running and reached the side of the building in a few seconds, then turned to Illyana. "I want to try fighting this witch myself. Don't butt in unless I really get in over my head. Alright?"

Illyana paused, then nodded. "Allright."

She held her soul gem up and a portal flashed into existence. The two girls entered and then the bottom dropped out of the world.

They began falling through a blue void, the distant sides of which seemed to be painted with a merry-go-round motif.

Illyana gasped for a moment, and Sayaka waved her arms in the air.

"Ok, I didn't expect this." Sayaka stated and Illyana looked downwards, there seemed to be no bottom to the labyrinth. As she looked up, she noted there was no top either.

"Subjection directed gravity." Illyana said. She focused for a moment, and stopped falling as fast, instead flying right at Sayaka's level

"What the heck does that mean?" Sayaka asked, confused.

"It mean down doesn't exist. You are only falling because you're used to being pulled by gravity. Focus, and try to ignore that idea."

Sayaka hesitated, then closed her eyes. She stopped falling. Illyana smiled and hovered as well.

"Very nice!" Sayaka said. "I could get used to this." She looked around, and spotted a couple faint forms off in the distance. "This way!" she called and flew away with surprising speed. Illyana followed.

As they approached, Illyana was surprised to see what the figures were. The first was a large television set with wings, which she guessed was the witch. The other was Madoka.

"All right then!" Sayaka called out and pulled out a long scimitar and swung it at the television. It let out a squeaking noise and flew several feet away. She flew up to the witch again and stabbed it. And again. And again

Illyana looked at Sayaka. She seemed to be doing fairly well fighting the witch. Nodding, she turned to Madoka, who seemed barely awake.

"You alright?" Illyana asked

"Ill..yana? Sayaka-chan?" Madoka asked, seeming disoriented.

"We're here. You're alright. What happened?"

Madoka hesitated, "Hitomi had the witch's marking on her. She was going to combine bleach and ammonia."

"Dear lord" Illyana winced "Did she manage to do it?"

"No... I threw the bucket out the window. Then I tried to run, but wound up here."

"I'm glad you're alright. Glad Hitomi is too." Illyana glanced up at Sayaka, who flew up in the air, then slammed her blade into the witch with such force it flew across the labyrinth and slammed into one of the distant walls. It shattered on impact and the labyrinth collapsed

The three girls appeared back in the warehouse, where over a dozen men and women of various ages were lying unconscious on the ground.

"Hey there Madoka!" Sayaka stated, "Guess we arrived just in time, right? How'd I do? Not bad for a first time, right?"

"Um.. I guess you did well." Madoka said.

There was a sound behind then, and they turned to see Homura looking at them. At Sayaka in particular.

"You're late, transfer student!" Sayaka said impudently.

Homura has a distinct look of sadness in her eyes.

"It never gets any easier, does it?" Illyana asked,

"No." Homura said, "No it doesn't." She turned around and walked away.

"What was that about?" Sayaka stated "What never gets any easier?"

Illyana shook her head, "You wouldn't understand." Truth was, Illyana knew she would understand, but revealing the truth about witches would only make things worse. Either Sayaka wouldn't care, like Homura had suggested, or the knowledge would cause Sayaka to turn into a witch herself.

"Fine, be that way."

Madoka looked at Illyana, "Illyana...what do you think of Homura-chan?"

Illyana paused. "She is simultaneously the most admirable and the most tragic person I have ever met. But let's not get into that right now. We should go see if Mami needs any help."

Sayaka held up her soul gem, "I don't think so. My gem's not showing any more witches. I think she probably took care of hers. Let's just go back to her apartment."

**A few minutes later...**

"So, how'd your hunting go, Miki?" Mami asked

"Excellent! I took that TV down without a problem!" The blue haired girl responded. "How'd yours go?'

Mami grinned, "Just fine. Just had an off day last time, that's all."

"Mami-san, Sayaka-chan..." Madoka began "Are you going to do this often?"

"Whenever there's a need." Sayaka replied.

Madoka gave a worried look. Illyana wanted to comfort her, but couldn't think of anything to say.

"Isn't it... dangerous?" Madoka finally said, "I don't want you to die, either of you."

"Don't worry Madoka. I'll be fine." Sayaka waved her hand dismissively. "Anyway, it's getting late. I need to get back to my mom's house before she starts to worry."

"I guess I should get going too. Good seeing you again, Mami-san, Illyana." Madoka replied. The two girls walked out of the door.

Mami looked at Illyana, who was clearly troubled. "Penny for your thoughts, Rasptin?"

"Call me Illyana..." Illyana began, "Actually never mind. Go ahead and keep calling me Rasputin. Anyway... Mami, what would you do if you knew a good person was going to die?"

"I hardly think Sayaka is going to die. She's remarkably skilled for someone new to this lifestyle."

Illyana shook her head. "It's not Sayaka."

"Then... you're referring to me?" Mami looked at Illyana oddly, "I'm not going anywhere."

Illyana didn't respond.

"Well, if I knew someone was going to die, I'd fight to the last to change their fate. Destiny, in my opinion, is word for those who don't want to take responsibility for their actions." Mami shrugged, "What brought this on all of a sudden? I mean, yes I nearly lost my head against Charlotte, but you saved me. Why are you so worried?"

Illyana nodded grimly. "I'm very sorry Mami, but I can't tell you."

"Can't or won't?"

"Both. Trust me on this, there are some things you simply shouldn't know."

Mami looked at Illyana, then nodded. "If you ever want to talk, I'm here."


	12. 11:Where do you think witches come from?

Chapter 11: Where do you think witches come from?

Homura walked into the diner and sat down an a table. Nine hundred and thirty eight times she had played through this month. Nine hundred and thirty eight times she had lost Madoka. Truth be told, it was wearing on her soul. She could no longer remember the face of her mother, who had died in a car wreck on Homura's thirteenth birthday. She could no longer remember the voice of her father, who had perished after one too many heart attacks mere months before she had made her contract. She had long forgotten everything that came before this mission. One hundred and twenty years of memories would do that.

She had lost Mami. Admittedly, she rarely interacted well with Mami. They were just too different. Mami was determined to be a hero. And while Homura had started that way, she realized the truth about Puella Magi right before the second time she reverted the timeline. Whenever Mami had learned the truth, she never took the information well. That was a constant. There was nothing Homura could do to fix that, regardless of whether or not she lived.

She had lost Sayaka. For the first couple hundred iterations of the timeline, she had tried to save Sayaka as well as Madoka. But the girl was as stubborn as a mule. Every time she made the contract, usually by the end of the first week she was approached. And almost every time she died. Usually, she turned into a witch, either from discovering her soul was outside her body, or from the truth about witches if another girl turned into one. Sometimes, she died at the hands of a witch. Charlotte if she contracted before Mami faced the worm, or another one if she contracted afterward. Homura had given up on trying to save her. That girl was destined to die.

Kyoko didn't always come to Mitakihara, but when she did, she usually met a nasty fate as well. Most often, she is killed by Sayaka's witch, Oktavia von Seckendorff. Other times, she survives that encounter only to perish against Walpurgisnacht. Homura honestly didn't care much for her, as her egoist nature tended to be rather grating.

All she had left was Madoka. Her truest friend, who barely knew her. In this timeline, Madoka had hardly interacted with her. It was a massive disconnect, as Homura had known her for a hundred and twenty years, compared to the couple weeks Madoka had met her. One thing Homura had never admitted to anyone in any timeline was that her greatest fear was not dying or becoming a witch, but for her personality to change to the point where she no longer knew how to interact with Madoka. That was what frightened her. To lose the person she cared the most about.

There were a very few timelines, where if everything went exactly right, she was able to prevent Madoka from contracting and keep Sayaka, Mami and Kyoko alive enough to face Walpurgisnacht. Unfortunately, despite their best efforts, they had never been able to defeat it. The doomsday witch was far stronger than any other. Homura had eventually come to determine it was her future self. The gear motif was a bit of a giveaway and when she had learned to read the runes, the inscriptions on the side about "the spinning fool who goes in circles" clinched it. Thing was, there was some parts that didn't make sense. On another part of the gears was inscribed a few phrases such as "To unleash hell upon the world" "The encroaching darkness comes," and oddest of all "The salvation I was given didn't matter." None of which seemed to fit Homura' profile. Not that it mattered, all the mattered was to save Madoka and defeat the witch.

And then there was Illyana... Homura was honestly astounded by the girl's appearance. After over nine hundred runs-throughs of March and April, she had thought every option had been explored. And then this girl dropped out of the sky, with not only enough magical power to kill witches, but the will and determination to get things done. And she had been offered a contract, which could probably amplify her power level to an extreme degree. Perhaps, if things went well this time, Illyana could be the key to saving everyone. Mami, Sayaka, Kyoko, Homura herself, and most of all, Madoka.

At least, Homura hoped so. There was no one else who could.

The door to the diner opened and Madoka walked in, she glanced over at Homura and sat down at the table.

"Um. Hi." The pink haired girl said, "Thanks for meeting me here."

Homura nodded, "No problem. What was it you wanted to talk about?"

Madoka fidgeted in her seat. "It's Sayaka-chan."

Homura give a knowing glance. "I assume you are worried about her."

"Yes." Madoka said. "She's stubborn and gets nervous, but she's a very good person. She always wants to help people. I'm just afraid she'll get in over her head."

"I see." Homura paused for a moment, "Madoka, I am not going to lie to you. Sayaka...She is probably going to die."

A look of shock spread across Madoka's face.

"For what its worth, Madoka...I'm sorry." Homura said softly.

"But...Homura-chan... Why?"

Homura shook her head. "Sayaka is exactly the wrong sort of person to become a Puella Magi. Like you said, she's headstrong. Stubborn. She gets nervous. She gets into fights. And she's naive, believing its her "duty" to fight witches. All those things are fatal flaws."

"Is there any way to turn her normal again?" Madoka asked

"I'm afraid not. The transformation is irreversible." Homura paused "Can I ask you something?"

"Well... yes."

Homura gave a long look at Madoka, "Why did you come to me instead of Mami or Illyana?"

"Because..." Madoka paused, seemingly uncertain of her answer. Then she appeared to decide on what she wanted to say, "Because you continually warned me not to contract. And unlike Illyana, you already made one. I get the impression you regret making it. That bad things happened when you did. I was wondering if you had experience with...whatever might occur."

Homura gave a sad look at Madoka. "I don't regret my contract. Only the circumstances that made me form it. The world would be a much happier place without Puella Magi, if Kyuubey and the others had never done the things they do. But I couldn't change that. So I contracted to try to change one thing."

Madoka looked at Homura oddly, "What did you contract for?"

Homura looked down at her lap, then back up at Madoka. "A long time ago, a very long time ago, a very important person saved me, only to die shortly later, My wish was that I could try to save that person. I tried, and failed. But I promised her that no matter how long it took, how many times I had to try, I would save her someday."

Madoka blinked, "Who was it?"

"You."

Madoka did a double take, "But I've only known you for a few weeks, and you never needed my help..."

Homura paused for a moment. "I'm a time traveler, Madoka. All the events you've experienced, I've gone through hundreds of times. Do you remember what the teacher said about me the first day I came to class?"

Madoka blinked, "That you had been in the hospital for heart trouble?"

"Yes. And do you remember what I did in P.E. that same day?"

A look of realization came across Madoka's face. "You broke the school record for the hundred meter sprint..."

Homura nodded.

"I see. So...you replay events to try to prevent me from contracting?" Madoka asked

"You believe me," Homura sounded somewhat relieved. "That's a first."

"But...why? I'm not that important."

Homura gave Madoka a serious look, "Don't ever say that. Not ever. You are a very good person. People care about you. _I_ care about you. You are very important, Madoka Kaname, even though I know you don't believe it. Like I said, a long time ago, you saved me. Both from bullies and from a witch that nearly killed me. So I'm doing everything in my power to save you."

Madoka nodded. "But...why don't you want me to contract? I've always wanted to help people..."

Homura looked at Madoka for a very long time. Finally she spoke. "Madoka, where do you think witches come from?"

Madoka was a bit taken aback by the question. "I...haven't really thought about that."

"I know you well enough to know you can keep a secret, so I'm going to tell you one. But first, you need to promise me you won't tell this to Mami or Sayaka."

"Uh, ok. I promise."

Homura took a deep breath. "Witches come from Puella Magi."

Madoka's mouth dropped open. "Wait...what?"

Homura sighed, "If a Puella Magi uses too much power, or becomes too emotionally distraught... Their soul gem shatters and becomes a grief seed. Then the witch emerges, and the poor girl is lost. Forever."

"So...Mami and Sayaka...They're going to become witches...?"

"Quite likely."

"But...but..."

"I am sorry Madoka. I can't save Mami, I couldn't save Sayaka. I can only save you. But now you know."

Madoka was silent for a long moment. "Is that why Illyana has been so distant these past could days?"

Homura nodded, "Yes. She found it out shortly after that battle with the worm. I'm surprised you believe me, to be honest. You didn't when I told you before."

Madoka blinked. "Is there anything I can do? Could I contract to revert them back to normal?"

"Please Madoka, don't." Homura said, her voice quavering slightly. "You're too important to throw your life away like that. I know you'd die for your friends, but...think of your own life. Please."

Madoka nodded. "I think I'm going to go spend some time with them..."

Homura nodded. "Yes, go do that. One final piece of advice..."

"Yes?"

"Make sure Sayaka doesn't get more than a hundred meters from her soul gem."

"Because?"

"Because that gem is her soul, and she doesn't take the discovery well. If she gets too far away from it, her body collapses."

"Uh, she already knows that. That the gem is her soul, at least. The other part's new."

"Really?" Homura asked in surprise, "That's interesting. Illyana must have changed things more than I thought."

Madoka got up and walked to the door. Homura watched her until she was out of sight.


	13. 12: The grownups are fighting

Chapter 12: The grownups are fighting.

"Are you really planning to go out on your own?" Madoka asked, worry present in her voice.

"Course I am." Sayaka replied, "I took down a witch last time, I'm sure I can take down another tonight."

"I really would rather wait for Mami-san. Or Illyana..." Madoka's voice trailed off

Sayaka shrugged, "Don't be such a worrywart. I'll be fine. Just want to see what my limits are. Test myself."

Madoka nodded, "Um, Sayaka-chan..."

"Yeah?"

"Would it be alright..." Madoka paused "If I came with you?"

Sayaka grinned, "Of course it would! Having company is nice when on these jaunts. Thought about making a wish with Kyuubey?"

Madoka glanced at the alien, who was perched on her shoulder. "Not really."

Sayaka nodded, "Fair enough."

She started walking down 3rd street, and held up her soul gem. "The way." she said.

Madoka stared at her friend. In the short time she had been inducted into the world of Puella Magi, she had never even suspected witches were the final form of the magical girls offered a contract. Her friend was in danger, dire danger. And what could Madoka do? Short of contracting herself, there was very little she could accomplish. It had always been that way, really. There had never been a time where she had been able to make a difference to people. Just once, just once, she would like to do something extraordinary, something that could greatly benefit those she cared about. When Kyuubey had approached her, it seemed like she could make a difference, but the price turned out to be far higher than she could have ever imagined. The question, she supposed, would she give up her own soul to save those of her friends? Truth be told, she wasn't sure.

Perhaps, if she made the right wish, she could save her friends, as well as herself. But she wasn't at all sure what that wish would be.

"In here." Sayaka stated as they approached a side alleyway. A barrier flashed into existance, and Sayaka grinned at Madoka. "Looks like this is a familiar's realm, rather than a witch. Should be easy to take care of then."

As the traveled a surreal landscape filled with oversized children's toys, an odd looking aircraft appeared in the air.

"There it is." Sayaka stated. A series of swords appeared at her feet and she began throwing them at the familiar.

Suddenly, a long spear appeared out of nowhere and struck the swords in mid-flight. The labyrinth collapsed and a red-haired girl in a red dress and red knee high boots leapt down from the air. In her right hand, she clutched a spear longer in length than she was in height and in her left hand was a loaf of bread. She leered at Sayaka, "What do you think your doing?"

Sayaka glared back, "Hunting. Now get out of my way, whoever you are."

"Are you too stupid to tell that was a familiar?" The girl whirled her spear and held it an inch from Sayaka's neck, "Don't even bother wasting your time on it."

"What is it with people trying to tell me how to run my life?" Sayaka snapped back, "It's MY business what I do as a Puella Magi, not yours, not that transfer student's, not Mami's, not Illyana's! MINE!"

"Give me a break," The red-head said, taking a bite off the bread in her left hand. "Name's Kyoko. If you had half a brain, you'd let it kill someone, then take it out to get a grief seed. More efficient that way, rather than wasting your power on it as it is."

"If I don't take it out, someone could get killed!" Sayaka said angrily. "Letting it run wild is irresponsible! We have a duty as Puella Magi-"

"Oh, you're one of THOSE!." Kyoko chuckled a little and took another bite out of her bread, "One of those morons who still believes in helping people and all that stupid shit. I knew someone like that, a while back. Let me guess, you made a wish for someone else's benefit. Like most dumbass girls who get contracted." She glanced at Kyuubey, who was sitting nearby and chuckled. "You wasted your one chance to have whatever the hell you wanted."

Sayaka clenched her fist, then summoned her scimitar and swung it at Kyoko, who parried it easily with her spear.

"Don't-" Madoka begin, but was interrupted. Kyoko swung her spear, which separated along the shaft into a series of segments held together by chains. Sayaka was thrust back against a wall, striking it with suprising force.

Kyoko turned to walk away, then glanced back. Sayaka was getting up.

"Not finished yet..." The blue haired girl growled.

"Thought that would have put you in the hospital." Kyoko chuckled, "No matter. I can handle your ass any day of the week."

She lunged again and Sayaka, who parried the next blow, only for Kyoko to strike again and again and again. Sayaka could barely keep up.

"Kyoko, please stop!" Madoka called out.

Kyoko glance back momentarily, "Who're you? Not a Puella Magi, obviously. Why don't you go run home. This isn't the place for you. The grown ups are fighting." She turned back to Sayaka and her spear re-separated, and the wrapped Sayaka in its chain, then slammed her against the wall.

Sayaka got up again.

"Stubborn little fool, aren't you?" Kyoko laughed and took another bit of bread, before placing the remainder in a pocket on her dress.

Sayaka swung her sword, Kyoko parried and thrust her spear.

"Can't you do anything?" Madoka asked Kyuubey.

The creature shook his head, "Only another magical girl can intervene. If you make a wish..."

"No..." Madoka said, "Not yet."

Sayaka was thrust against the wall. Kyoko leapt into the air and held her spear out, ready to skewer her.

"Parietis of vis!" A voice called out, and Kyoko slammed into thin air, falling to to the ground.

Illyana and Mami walked up from the other side of the alley.

"Ok, who are you and what the hell is going on here?" Illyana demanded.

"Sakura?" Mami asked,

"Oh, hey Mami." Kyoko said dismissively, "Wish I could say it's good to see you, but it isn't."

"You know this person?" Illyana said, somewhat surprised.

"Yes... this is Kyoko Sakura." Mami stated, "I think I mentioned you to her before. We used to be partners."

"Emphasis on 'used to be." Kyoko replied.

"Yes it... Didn't turn out well. I admit." Mami stated and turned to Kyoko, "It's good to see you again, Sakura, though I wish you hadn't attacked my student." She turned to Sayaka, who was getting up once again.

Kyoko sneered and lunged again at Sayaka. There was a flash of light and Illyana appeared between the two. Kyoko swung at her, but Illyana grabbed her spear, then, in a move that confirmed her skill in martial arts, twisted it out of Kyoko's hands. She threw it over across the alley and then grabbed Kyoko by the neck.

Sayaka grinned and pulled out her sword, then swung at Kyoko.

"Voco redimio" Illyana stated, and a thick rope appeared out of midair and tied itself around Sayaka's feet, she tripped and fell.

"The hell are you doing?" Sayaka stated.

Illyana sighed. "There are witches crawling out of the woodwork all of Mitakihara . Fighting each other is not only pointless, but a massive waste of magical energy. And considering what is coming at the end of the month, we cannot afford to keep wasting power on petty squabbles like this. So stop it, both of you, got it?" She released her grip on Kyoko, who glanced back at Sayaka, then nodded.

"Whats coming at the end of the month?" Madoka asked.

"Its known as Walspurignacht." Another voice comes from the alleyway. "It is a witch far more powerful than anything we have ever faced." Homura Akemi walked up to the five other girls. "We are going to need to work together if we have any hope of defeating it."

"Work with her? Are you joking?" Sayaka said, disgusted.

Kyoko rolled her eyes, "If you expect me to get along with this loser, you clearly don't know me at all. Seriously, since when has Mami taken in disciples?"

"Since roughly three weeks ago." Illyana stated.

Kyoko snorted, "No wonder she's so green." She motioned to Sayaka, "I hardly even broke a sweat." She then glanced at Illyana, "Course, what you did was kinda impressive. I can count the number of times I lost my spear on one hand." She motioned, and the spear flew from across the alley, which she caught in midair. She chuckled slightly, "Where'd you learn to fight like that?"

"Eight years in hell." Illyana responded. Kyoko gave her a funny look.

"So, Sakura, what brings you to Mitakihara?" Mami asked.

Kyoko shrugged, "Hometowns near picked clean of witches. Kyuubey suggested I head here."

Illyana glanced at the furball, trying to figure out what his object was this time.

"Anyway, I'm gonna go find some grief seeds. And some pocky. Probably not in that order." Kyoko leapt up and bounced off the side of the alleyway, landing on the rooftop and vanishing.

The rope around Sayaka's feet disintegrated. "What a bitch." She swore.

"She wasn't always like this." Mami said softly.

"Well, she is now," Sayaka rolled her eyes,

Mami nodded sadly, then turned to Homura. "So, Walspurgisnacht?"

Homura nodded, "Yes. In two weeks, it will touch down in Mitakihara and kill thousands if we don't stop it." Illyana noticed Homura was glancing at Madoka as she spoke. "It is extremely powerful, and would require multiple Puella Magi to defeat."

Mami frowned slightly, "I take it you will want my help."

"Yes." Homura admitted, "I know we've had our differences in the past, but-"

"It's okay." Mami said, "You don't need to explain yourself. If its coming, and if it's really as dangerous as you say, I will help you."

"I'll help too." Sayaka added.

Homura looked sadly at Sayaka, but gave a brief nod.

"You'll have my assistance as well." Illyana stated, "With luck, the four of us can take it out."

"Thank you. I hope it will be enough." Homura stated, and then vanished.

"How did she do that?" Sayaka asked.

"Trade secret." Illyana responded and glanced over at Madoka. The girl seemed to be deep in thought. "Penny for them?" Illyana asked, but Madoka shook her head.

"It's nothing." She said softly.

Illyana considered prying, but decided against it.

Note from the author: Just so you all know, this fic is not even close to being finished. I don't want to say too much, considering I don't want to ruin the plot. But we're on page 47 right now, and I've got a least another hundred pages and twenty chapters planned. Likely more. If you all want a slight hint of where I'm going, try reading "As time diverges" by NaXyld. It was a big part of my inspiration for this fic, and there are several features of the story I liked enough to adapt for my own work. It's also a really really good story. I recommend you all check it out.


	14. 13: She better hope she never sees me

Chapter 13. She better hope she never sees me again.

"So... how exactly did you do it?" Kyousuke asked, in between bites of chocolate cake. "My hands, I mean."

Sayaka grinned, "Magic, like I said."

"Yes, but..." Kyousuke fumbled a bit with the words, "How? You said you were offered a wish. Did you open a bottle and have a genie come out?"

Sayaka chuckled slightly, "No, not exactly. I made a contract with Kyuubey. He's like a cat, but most people can't see him. I get the wish and in exchange I have to fight against witches. Evil beings that hunt innocents. It's a bit dangerous, but I'm up for it."

Kyousuke hesitated, "So...you're risking your life so that I could play again?"

Sayaka nodded.

Kyousuke set his fork down on the plate and scratched his head. "It sounds rather Faustian, to be honest. As grateful as I am that you did this...Have you thought this through?"

Sayaka was a tad taken aback, "What do you mean?"

"Sayaka..." Kyousuke paused, "You're fourteen. You should be chasing boys and studying for tests, not fighting monsters. I mean, what if you get hurt or killed?"

"Don't worry about it." Sayaka wasted dismissively, "I'm doing fine, and I've got the best teachers I could have in the world of the Puella Magi. Besides, there's only one boy for me."

Kyousuke paused. For an extended length of time.

"It's you, you big dummy!" Sayaka chuckled.

Kyousuke's mouth dropped open. "I..." he got out, then swallowed. "I didn't expect that... Sayaka, did you make the "contract" as you call it, just because you have a crush on me?"

Sayaka stopped laughing. "Well, it did play a factor I must admit. Is something wrong?"

Kyousuke scratched his head, "We've been friends for the better part of nine years now. But I didn't know..." he sighed, "Sayaka, you're the closest friend I have. I care about you, I really do. But I really don't know if I'd go so far as to say that I "love" you. I mean..." He glanced down at his hands and shook his head, "I don't know, maybe I do. It's just.. unexpected, that's all."

Sayaka paused. "Do you need some time?" she asked, disappointment present in her voice.

Kyousuke nodded, "Yes. I would appreciate that. I need a chance to think things over."

Sayaka got up from her seat.

"And Sayaka?" Kyousuke said as she turned to leave. She glanced back. "Thank you. Again."

Sayaka nodded and exited her friend's house.

Walking outside she sighed. "Didn't go as I expected. I guess things never do."

"Wow, friendzoned much?" A sneering voice stated. "One chance to have anything you wanted, and you wasted it."

"First of all, Kyoko," Sayaka stated angrily, "You said that the last time we met. Second, it wasn't wasted. He can play again. That's whats important. My feelings are secondary."

Kyoko snickered and bit into a cinnamon roll she was carrying, "Of all the girls I've ever met, you are undoubtedly the stupidest. I can see right through you, you know. You cured his hands so that he'd feel in dept and fall in love with you. You could have just wished for that, you know, rather than hoping he'd do it out of gratitude. Course, if you want him to fall in love with you, there's an easy way."

"What the hell do you know?" Sayaka snapped back.

"I've known quite a few Puella Magi in my time." Kyoko chuckled and took another big bite of the roll, "The only ones that lasted more than a few weeks used their power for themselves, rather than helping anyone."

"Mami-san has-"

"Mami's an anomaly." Kyoko chuckled, "I have no clue how she's survived as long as she has. Would have thought she'd have kicked the bucket within months. Anyway, if you really want to make that guy yours, break his arms and legs so he's totally dependent on you. Then he'll-"

"SHUT UP!" Sayaka shouted and in a flash transformed into her Puella Magi outfit.

Kyoko transformed as well, "You want me to kick your ass again? Sure thing. But not here. People might see us."

"Name the place." Sayaka snarled.

"Follow me." Kyoko said.

Fifteen minutes later the two girls stood on top of a highway bridge.

"Ready, loser?" Kyoko snarled.

"Ready, bitch." Sayaka snapped back.

Sayaka lunged at Kyoko, sword held out. Kyoko lept in the air, her spear twirling. At the two weapons collided with a sickening crack, a pink-haired figure appeared in the background.

"Sayaka-chan! Please stop this!" Madoka cried out.

"Go home Madoka!" Sayaka responded, harsher than she meant, "This isn't your fight!"

"You don't have to fight her! Please, I'm sure we can get along if we just tried!"

Sayaka didn't respond, concentrating entirely on the battle, she parried the first spear thrust and dodged the second.

Kyoko jumped forward and her spear separated, attempted to catch Sayaka in it. It nearly worked, only Sayaka wasn't there, but displaced a few feet away.

"This isn't necessary, and will only lead to destruction in the long run." Homura stated, appearing behind Kyoko.

"Oh, what do you know?" Kyoko snapped back. "This annoying bitch needs to learn a lesson. And I'm just the person to teach it." She lunged at Sayaka, who jumped back and parried a thrust.

"Homura, please stop them!" Madoka stated.

Homura shook her head sadly.

"Homura, PLEASE! I know you said you couldn't save Sayaka, but I'm begging you, try!" Tears began to form in Madoka's eyes.

Homura stared at the two combatants. "Very well, Madoka. For you."

At that moment, time stopped. Homura walked up to Kyoko, frozen in mid-air, and yanked her spear out of her hand. Then she walked up to Sayaka and pulled her sword from her hands. Carrying the two weapons, she walked several yards away.

Time resumed.

"What the-" Kyoko started

"The hell?" Sayaka stated.

"Kyoko, Sayaka." Homura sighed, "The two of you need to learn how to get along, or, at the very least, not try to kill each other whenever you see each other. Walpurgisnacht is coming. It will require four Puella Magi, at the minimum, to defeat. Likely more. Sayaka, you state you want to defend the innocent, right?"

"Yes." Sayaka stated, Kyoko snorted.

"You can't defend them if you wind up dying in a pointless battle against Kyoko here. Kyoko, you want grief seeds, correct?"

Kyoko gave a brief nod.

"By fighting Sayaka, you are wasting your power and not gaining anything from it. And you can believe me that there will be more than enough grief seeds for everyone even with four Puella Magi in town."

Kyoko snorted, Sayaka glared at the red-head.

Homura sighed, "I know the two of you don't think much of me, especially you, Sayaka, but everything I do is actually to help people."

"Oh really?" Sayaka snorted, "Funny how you are useless every time something important comes along. And by constantly warning Madoka and me to not contract, I seriously-"

"Sayaka," Madoka stated, "Homura's a good person. I know you don't trust her, but can you trust me?"

Sayaka opened her mouth, then closed it, "You didn't trust her either, Madoka. What changed?"

Madoka fidgeted slightly, "She explained things to me. Who she is, where she came from...She's just trying to help."

"And you believe her." Sayaka stated, surprised.

Madoka nodded.

"Madoka..." Sayaka stared at Homura, then glanced back at Kyoko. She turned to Homura. "I don't like you, and I HATE her." She pointed to Kyoko, "I will NEVER be like her. I fight for the good of everyone! I am going to take every damn witch and every damn familiar in the town and kill them!" She took a deep breath, "If I ever see her again, I'll take her damn head off." She grabbed her sword out of Homura's hand, then shook her head disgusted and stormed off.

Kyoko rolled her eyes. "She better hope she never sees me again." She then turned to Homura, "What's your game, anyway?" She yanked her spear out of Homura's hands.

Homura glanced at Madoka, then turned to Kyoko. "I am trying to protect those I care about. I know it's a concept you have long given up on, but I haven't."

Kyoko gave her a funny look but bounded out, the opposite way Sayaka went.


	15. 14: It wasn't what I wanted either

Chapter 14: It Wasn't What I Wanted Either:

"Thought I might find you here." A voice said.

Kyoko looked up from the wreckage within her father's church to see a familiar blond haired girl walking towards her.

"Oh, hey Mami." Kyoko said, and shrugged, "What brings you here?"

"I thought you might want to talk." Mami stated, "About what happened between us."

"What's there to talk about?" Kyoko shrugged, "It just didn't work out. You and I are just too different."

"I don't accept that." Mami replied, "You were my first, and for a while my only, friend. I'm not going to just give up on you. Not when you've decided to come back to Mitakihara. "

"Give me a break, Mami." Kyoko shook her head, "I've moved on. You should too. It didn't work. You know that, I know that, Kyuubey knows that. There's no point in trying to fix what is irreparably broken."

"It wasn't broken." Mami responded, "We had our difference, yes, but we could have resolved them. We still can, in fact."

Kyoko shook her head, "We tried to kill each other. I hardly think that's resolvable."

"It is." Mami sighed, "I hardly blame you, you know. You lost your family. And I know what that's like. It destroyed you, like losing mine nearly destroyed me. Its understandable to lash out after such an event."

"Yeah, well..." Kyoko started, "You're an idealist. The world doesn't work like it does in shoujo manga. People die. Nothing we can do about it except look after ourselves. I learned that the hard way. Our story is over. I'm not partnering back up with you."

"Sakura..." Mami sighed, "Did what we went through really mean nothing to you? We saved each other's lives at least half a dozen times."

"Mami, why are you fixated on this?" Kyoko shook her head, "You've got other friends now. Madoka, Sayaka, that blonde chick. Why are you bothering me?"

"Because I care about you," Mami responded, "Out of the many, many regrets I have, one of my strongest is that I let you go. I'm not giving up on you, not again. You were my friend. You still are my friend."

Kyoko paused for a moment.

"You know..." Mami continued, "There was a time when I considered following you to Kasamino, just to try to win you back."

Kyoko blinked, then chuckled. "You were that desperate?"

Mami nodded.

"That's kind of sad, you know," Kyoko sighed, "Look, what happened between us was regrettable but there's nothing we can do about it now. I can't change the past."

"No, but we could be friends again." Mami replied. "I don't want you to continue being angry at me."

Kyoko nodded briefly. "I guess. Maybe. I don't know." She fished in her pocket and pulled out a box of pocky. Opening it, she pulled out a stick. "Want one?" She said, offering it to Mami.

Mami grinned and took the stick. "Theres something else I want to talk to you about."

"Oh?" Kyoko asked, pulling another stick out and stuffing it into her mouth.

"It's Sayaka."

Kyoko chuckled with her mouth full. "That fool?"

"I know you tend to be derisive of altruistic girls," Mami stated, "But you don't need to fight her. It wasn't too long ago you believed in the same things she does."

Kyoko chuckled and bit into another pocky stick. "That moron needs to learn a lesson."

"And you think beating her up will make her listen to you?" Mami shook her head, "You're smarter than that, Sakura. How did you think she'd respond?"

"I figured a show of force might snap her into sense." Kyoko shrugged, "It didn't work. So what?"

"It means you burned your bridge with her without even giving her a chance to let things work out differently." Mami shook her head, "Kyuubey told me about the fight last night Akemi had to break up. I know he isn't as trustworthy as I had thought, but it sounds like-"

"Wait, what?" Kyoko interrupted, "I thought you were best friends with Kyuubey."

Mami shook her head. "A few weeks ago, I learned about a detail of our contract he forgot to mention." she pulled her soul gem out and sighed, "Our souls are no longer in our bodies, but in here."

Kyoko blinked, "Seriously?"

Mami nodded, 'Illyana told me. Since then my relationship with Kyuubey has been...strained."

"I... you... what... my god." Kyoko stared at Mami, "Does Sayaka know?"

"Yes. She found out at the same time I did, shortly before she contracted." Mami replied

"She accepted the contract knowing that she'd be a zombie?" Kyoko's mouth dropped open, "What an idiot!"

"It was her choice." Mami replied

Kyoko shook her head. "That stupid girl... geeze. She must have really been desperate to help that guy..." She sighed. "What about Madoka ?"

"She's still considering her options." Mami replied, "But it's looking like she might not contract after all."

"And Illyana?"

"Pretty sure she won't ever take the contract. Thought with her power she doesn't need it." Mami shrugged.

Kyoko nodded, "Maybe I was a little hasty with Sayaka. I just..." She sighed and looked around the ruins of her father's church, "I guess I think she's going down the same path I did."

"I understand, Sakura." Mami place her hand on Kyoko's shoulder, "I really do. I'd suggest you apologize to her the next time you get a chance."

Kyoko nodded briefly. "Yeah, I guess." She sighed, then took out a half dozen pocky sticks and ate them all at the same time. Then she glanced at Mami. "Mami...For what it's worth. The way your relationship with me turned out...It's wasn't what I wanted either."

Mami smiled a bit at that. "I know."

Kyoko finished the rest of her pocky and shoved the box in her pocket. "Souls outside our bodies... didn't expect that..." Then sighed. "I'll see if I can find Sayaka."

"Would you like me to come with you?" Mami asked

Kyoko shook her head, "I don't want it to seem like it was your idea."

Mami nodded.

**Later that night...**

Sayaka drove her sword into a familiar, this one bearing a uncanny resemblance to a deep crimson candlestick with a lion's head. In squirmed under the point of the sword, Then vanished in a puff of smoke.

"Tenth familiar in three days." she muttered to herself, "Need to find that witch soon." She pulled out her soul gem, which was noticeably cloudy, then put it back.

"Can we talk?" A voice came from behind her.

Sayaka whirled around, "You again? I made it very clear that I want you to GET LOST!" She snapped at the red-head.

"Hey. Look..." Kyoko fumbled for words for a moment, then sighed. "Can I show you something? It's just a mile from here."

Sayaka stared at her for a moment. "Why should I bother listening to you?"

Kyoko sighed again, "Because I messed up our first meeting and I think you're making a big mistake."

"Talk quickly" Sayaka responded.

Kyoko glanced back behind her, then back at Sayaka "It's better shown than told."

Sayaka rolled her eyes. "Fine. Show me this big important thing."

The two walked off.

"You like being a Puella Magi?" Kyoko asked as they walked

"Yes. I do." Sayaka stated, "I enjoy helping people. I'm a defender of the innocent. Unlike you."

Kyoko nodded, "I used to think the same. Long time ago..."

The two approached an old abandoned cathedral. Kyoko kicked down the door and walked in. She glanced over to a bag of apples set on a broken pew. "Want one?" She motioned to the bag.

"Where did you buy those?" Sayaka stated skeptically.

Kyoko didn't answer.

"Stolen, right? I thought as much from you." Sayaka responded.

"Maybe you don't know what it's like to go to bed hungry," Kyoko replied, "But when you've had nothing to eat for three days you'd probably get food wherever you could too." She sighed, "But suit yourself. Anyway, this is my dad's church."

"You have a father?" Sayaka asked, slightly surprised.

"Had. Past tense. Getting to that." Kyoko sighed, "He was a nice guy, always concerned about the state of the world, willing to do anything he could to help people. That sort of thing." she sighed, "He would doing anything to help people. Much like you. And how I used to be."

"I highly doubt you ever were like that." Sayaka stated.

Kyoko shrugged, "Anyway, he started preaching things not part of the official church doctrine. They didn't take kindly to that and excommunicated him. And nobody listened to him. There were usually four or five people coming at any one time." She sighed. "So we starved. Got kicked out of our house and lived here. And then Kyuubey came along."

Sayaka raised an eyebrow quizzically.

"Yeah, my contract was for people to listen to my father." Kyoko shook her head, "It worked for about a year. My family was well fed, Mami partnered up with me, I thought I was making a difference."

"And something changed." Sayaka stated.

Kyoko nodded. "A witch appeared in our church. Some nasty thing made out of tarnished silver. I killed it, but my dad saw me in my magical girl outfit. He wasn't sure why I was wearing a red dress and carrying a spear bigger than my body, so I told him. Like a fucking idiot."

Sayaka frowned slightly.

"When he found out his followers were being magically manipulated into listening to him, he flipped out. Called me a witch and himself a demon, and his followers assented. Funny, huh? I had been fighting witches all that time and yet... Anyway, a few days later he killed my mom and sister and hung himself." Kyoko shook her head, then turned to Sayaka. "We both made mistakes. I made a wish for my father that destroyed my family. Your wish...I think it's going to blow up in your face. Kyousuke doesn't love you."

Sayaka shook her head, "It doesn't matter if Kyousuke loves me or not. I cured his hands, and I don't regret that in the least. Regretting it would cheapen the feeling I had when I made the wish. And while I may have been mistaken about your intentions, I cannot condone using such power for selfish ends. As such, how about you stay out of my way, and I will stay out of yours. Does that sound fair?"

"Sayaka..." Kyoko sighed. "I'd rather-"

"Goodbye Kyoko." Sayaka stated and walked out the door.


	16. 15: I couldn't save anyone

Chapter 15: I couldn't save anyone.

**A few days later...**

Kyoko jabbed her spear into a dark mass with the head of a pig. The world shimmered for a moment, and then the Labyrinth collapsed.

"You dare.. set up your realms here?" she muttered angrily under her breath, looking around at her old church. "I'll shows you rage like you have never seen..."

"I must say that was most unusual." a voice spoke in her head, "it is not often you use your energy to kill familiars."

"Kyuubey..." Kyoko muttered, "What do you care about it? It's my decision of what I use my power on."

"I simply find it interesting" Kyuubey responded, "You claim total egoism, and yet your actions at times speak otherwise."

Kyoko rolled her eyes. "Call me sentimental, but this place was my home, and I do not take kindly to witches, or their familiars, invading it. Besides, I have a half-dozen grief seeds right now. I've got power to burn."

"It's funny you should mention that, considering the state of Sayaka Miki." Kyuubey stated.

"What _about_ Sayaka?" Kyoko asked, "She clearly doesn't want to be associated with me."

"Perhaps I am mistaken," Kyuubey replied, "But it seems to me you are attempting to fix Sayaka to cover your own failings."

Kyoko glared at the alien, but didn't say anything.

"If you are to talk to Sayaka, it should be soon." Kyuubey added, "You say you have six grief seeds? Sayaka has none at all."

Kyoko opened her mouth, then closed it, then opened it again. "What?" She responded.

"Sayaka believes the only way to fulfill her duties as a Puella Magi is to destroy every witch and familiar in the town. As such, she is working herself to exhaustion fighting dozens and dozens of familiars." Kyoko was uncertain, but she had a sneaking suspicion Kyuubey sounded pleased at what he was reporting.

"Fuck.." Kyoko muttered.

"If she does not curb her impulses, we may be dealing with something before Walpurgisnacht arrives." Kyuubey finished.

Kyoko hesitated at that last phrase, uncertain what Kyuubey meant, but decided it didn't matter and ran out the door.

**Later...**

Sayaka stabbed her blade into a bright orange familiar that bore a resembles to a an old-style telephone.

As the creature squealed and disintegrated, Sayaka leaned over and gasped for breath.

"Just...a...few...more..." she got out, then pulled out her soul gem. It was extremely cloudy. She noticed it pulsing once more, then grinned. "A witch. Finally." She muttered, and began walking to the southeast.

After a few blocks, she heard footsteps behind her and turned around.

"Need some help?" Kyoko asked.

Sayaka glared at her. "No, I don't. Are you stalking me or something? It's getting to be extremely annoying."

Kyoko reached in her pocket and pulled out a grief seed. "Here, catch." She tossed it to Sayaka, who looked at it, then tossed it back.

"Do you really feel like I'm incapable of hunting witches? I don't need help. Not from you, not from Mami, not from Illyana. I'm fine on my own." Sayaka said indignantly.

"Look, you're making a mistake fighting all these familiars." Kyoko stated, "You're using too much power too quickly. If your soul gem uses up all its magic..."

"What will happen?" Sayaka replied annoyed

"Well, I don't know." Kyoko answered honestly, "But it can't be anything good."

Sayaka waved dismissively. "Well, I'm on my way to fight a witch right now. Now leave me be, you stupid pain in the ass!" She continued marching to the southeast.

Kyoko hesitated. To some extent, the thought Sayaka was going to fight a witch comforted her, and she considered returning to her church. But despite her self-reassurances, she couldn't shake the feeling something dreadful was about to happen.

As Sayaka marched off, Kyoko followed from a distance, taking care to stay out of sight. As she did, her thoughts turned to what Kyuubey had said. She was an egoist, yes, but Sayaka... She wanted to help Sayaka. Was it just that she had made the same mistake Kyoko had? Or was there something else? There was something about her that Kyoko found appealing. Her drive, most likely. She felt passionate about what she did. Her motives were completely different than Kyoko's, yes, but they both had the same determination to get things done. And Kyoko liked that. A lot. In another world, they could have been friends, or more.

Maybe in retrospect, Kyoko was more frustrated by her wish than anything else. All she had wanted was to help her family, and they had paid the price. But did that logic apply to every Puella Magi? She had only known a few, and most had wished for their own benefit. Maybe the results of one didn't necessarily lead to the same consequences for everyone.

Sayaka stopped outside a fast food restaurant and help up her gem. A portal opened and she walked in. Kyoko waited a few moments and followed.

As Kyoko followed Sayake into the labyrinth, she noticed that Sayaka seemed quite a bit more experienced than she had been previously. The girl was learning quickly in regards to combat. She blew apart multiple telephone-styles familiars with ease and ran down dark corridors covered with giant hamburgers and french fries. It was taking her a long time to fight each familiar though, as her magical power was almost expended. Kyoko gave serious consideration to helping her out, but decided against it. Sayaka would flip her lid if she knew Kyoko was following her.

Finally, Sayaka came to a large, wooden door with a runic inscription on the front. She opened it, and screamed. Kyoko ran up.

"Sayaka, whats wrong?" She asked.

Sayaka just stood there, frozen. Kyoko looked inside, and saw a large, tree-like witch with long vines attached to each side of it's "trunk."

In the room was a elderly blue haired woman, cowering in the corner. A long vine swooped down and grabbed the woman by the neck.

"My god.." Kyoko mumbled, and leapt into the room, spear out.

She was moments too slow. A sickening "Crack" slip the room as the woman's neck was broken. Kyoko heard Sayaka scream, "Mommy!"

Kyoko jabbed her spear into the witch. Over and over again. She hit it with everything she could, and after a few minutes, the witch was gone

The Labyrinth dissolved. Kyoko looked around, only to find no trace of Sayaka.

"She must have run away." Kyoko mumbled. "Damnit, where might she have gone too...?" She hesitated. "I'm going to need help. I just hope I'm not too late."

**A bit later...**

Kyoko approached the wooden door to Mami's apartment and knocked on it.

There was no response for a moment, then it opened.

Illyana looked out. "Kyoko?" she asked.

"Sayaka's disappeared. I need your help to find her." Kyoko stated simply.

Illyana visibly flinched. "Come in, quickly." she motioned to Kyoko, who entered to see Mami, Madoka and Homura sitting at a table.

"Oh, Hello Sakura," Mami stated, "We were having a planning session for Walpurgisnacht. Care to join us?"

"We've got a more pressing issue." Illyana answered. "Kyoko, tell us everything."

Kyoko sighed, "Sayaka's been working herself to the breaking point fighting familiars. I tried to offer my help, and got rebuffed."

"You offered to help her?" Madoka asked, somewhat surprised.

Kyoko nodded, "She went to go fight a witch, I followed. Then the witch killed who I think was her mother."

A look of fear came across Madoka's face. Illyana winced.

"That does explain why I haven't seen her around lately." Illyana mumbled. "God fucking damnit, she told me she was visiting Kyousuke."

"She always did strike me as having something to prove." Mami mumbled.

Illyana turned to Homura, "What should we do?" she asked

Homura paused. "We need to find her. Quickly. Otherwise..."

"Otherwise what?" Mami asked.

Madoka looked down at her feet. Illyana hesitated.

"I'll tell you after we find her." Homura stated.

"I know a spell that can help." Illyana declared and walked over to a large mirror on the wall. "Locus Sayaka!" She intoned.

There was no response.

"Locus Sayaka!" She repeated.

No response.

"I'm getting interference from her mystical energy." Illyana sighed.

"You can't find her?" Madoka asked fearfully.

"No I can, it just won't be pleasant." Illyana responded. She walked into the kitchen and pulled out a large kitchen knife. "Excuse the mess." She responded, and slashed her arm. Blood leaked from the wound. Madoka gasped.

"Rasputin, what are you doing?" Mami asked, her mouth agape.

"The other scrying spell I know requires a blood sacrifice." Illyana responded. "Reperio Sayaka " she stated.

Images flickered before her eyes, and as she focused, one in particular seemed to stand out.

"She's in a park, across town." she stated. "Get close, quickly."

The five girls huddled together, and in a disk of light, they disappeared, only to reappear in a grassy park. Sayaka was slumped on a swing set, her head down and her soul gem cradled in her hands.

"Sayaka!" Madoka called out. The blue-haired girl didn't move. As the five girls approached, Sayaka's head turned slightly.

"My mother used to take me here... when I was little..." Sayaka said, her voice above a whisper. "She never let me go on the monkey bars, because she thought I would fall and get hurt. And I wanted to so badly to go up on them, I begged and begged and begged...Finally she relented. But when I swung from them, I found it wasn't nearly as fun as I imagined...Being a Puella Magi is kind of like that. You wish for something, but it doesn't turn out how you expect."

"Sayaka..." Kyoko stated, fumbling in her pocket for a grief seed. "I'm sorry. About everything." She pulled out a seed and held it out.

Sayaka made no motion to take it. "You're forgiven." she said softly, "But it doesn't matter. Nothing matters." A tear fell from her eye.

And in that moment there was a burst of energy as her Soul Gem shattered.

The world vanished, and a Labyrinth appeared, this one a sort of concert hall filled with a checkerboard motif. A monstrous mermaid-like witch with a bright red ribbon on its chest stood in the center.

"Sayaya!" Madoka cried.

Mami whirled around, "Rasputin, whats going on?"

Illyana looked at Mami sadly. "What do you thinks going on?"

Mami paused, and then a series of memories flickered past her mind. How Illyana had repeatedly insisted on the girls not contracting. How she had constantly been preoccupied ever since the battle with Charlotte, how she had asked Mami what she would do if she knew a good person what going to die, how she had been very curious as to where witches came from, then suddenly dropped the subject, how she had said there were some things Mami was "better off not knowing"...

"Are Puella Magi... are witches..." Mami asked, unable to finish the sentence.

"I'm sorry Mami." Illyana stated, then turned to Octavia von Sekendoff. The witch threw a series of wheelbarrow wheels at her, which Illyana easily dodged.

"Sayaka!" Madoka called out, "Please, stop this! Come back to me!"

Several dozen more wheels appeared in midair and hurled themselves at the girls.

"Didn't you say you wanted to be a symbol of justice?" Madoka cried, her voice cracking.

"You're wasting your breath!" Homura stated, dodging another barrage of wheels. "You've tried turning Octavia back hundreds of times, it's never worked!"

"Sayaka..." Madoka got out, then fell to the ground crying.

Kyoko turned to the others. "Your four, get out of here. I can take this witch out. And cover your escape."

Illyana blinked. "Never thought you as the selfless type." She remarked, and glanced at Mami, who was standing there, frozen with a horrified look on her face.

Kyoko shook her head, "When I first started, I wanted to save people. I wanted to defend those who needed it, like you read in those mangas. But I couldn't save anyone. My career as a Puella Magi has been one long string of fuckups. My family died, Mami and I broke apart. Sayaka's gone..." She looked at Illyana. "Let me do this. If nothing else...Sayaka shouldn't have to die alone."

Illyana hesitated.

"It's the strategically sound move." Homura said and picked Madoka up in her arms. "Octavia is one of the most powerful witches I have ever fought. It can easily take out two or three Puella Magi if not stopped quickly."

Illyana nodded. "Kyoko..." she stated, "If we can turn back time, I'll do my best to make sure this doesn't end up happening again."

Kyoko chuckled, "Turn back time? This isn't Groundhog Day. We only get one chance. Goodbye Illyana. Goodbye Homura. Goodbye, Mami-san." She turned around and ran up to Octavia.

Homura ran down the hall of the labyrinth. Mami finally seemed to come to her sense and followed. Illyana and Madoka did likewise, and as Illyana ran down the hall, she happened to glance back. For a moment, she saw Kyoko pull her soul gem out and throw it up in the air, only to stab it with her spear. As it shattered, a massive discharge of energy emanated from the room.

Kyoko Sakura was gone.

And so was Sayaka Miki.


	17. 16: Do you want me to show you?

Chapter 16: Do you want me to show you?

Author note: This chapter might be a bit confusing for those not familiar with marvel comics, particularly the four issue miniseries "Magik". If you don't understand whats going on, skip to the next chapter. This one is primarly backstory.

The Labyrinth dissolved. As the real world asserted itself, Madoka let out a choked sob.

"Sayaka..." she said, her voice hardly above a whisper. "Kyoko..."

Illyana shook her head sadly. "Madoka, I'm sorry... I didn't want you to find out. Especially not like this...

Madoka shook her head. "I knew it might have happened, but I didn't want to believe it would...Oh god.." Tears formed in her eyes. "Sayaka..." she got out again.

"You knew?" Illyana asked, a slight note of surprise in her voice.

"Homura-chan told me..." Madoka buried her face in her hands, sobbing softly.

Illyana held up her sword and stared at it for a long moment. "This is all my fault." She mumbled.

"Not your... not your fault." Madoka got out between sobs.

"No, it is." Illyana sighed, "I could have prevented all this had I just talked to Sayaka about what she wanted rather than repetitively stating she shouldn't contract. I have healing spells for Christs sake! If she had just told me about Kyousuke I could have fixed his hands and none of this would have happened." She reached down and picked up a grief seed. It had a music note engraved into the top and another on the bottom.

"Don't... Don't blame yourself..." Madoka replied, "It's Kyuubey's fault...not yours..."

Illyana nodded grimly. "I suppose that's true. I am going have a very stern talk with that...thing when we-"

There was a noise behind Illyana. She whirled around. Homura was tied up in a bright yellow ribbon, her hands bound. Mami, her eyes brimming with tears, pulled a flintlock musket out of thin air and took aim at Homura.

Mami fired.

The bullet never found home. Illyana had teleported, interspacing herself between to two Puella Magi and blocking the bullet with her sword.

Mami summoned another musket and fired again, only for the bullet to vanish into a stepping disk.

"Mami! Mami! Get a hold of yourself!" Illyana cried out, teleporting bullet after bullet

"Soul gems give birth to witches..." Mami said, her voice cracking. "We need to die. Both of us..." She pulled out another musket.

"Are you kidding me Mami?" Illyana stated, "You shouldn't just give up! You're my friend!"

"I'll be a witch, she'll be a witch-" Mami began but Illyana interrupted her..

"There's the _possibility_ you might be a witch, yes, but its by no mean a certain thing!" Illyana stated desperately. She pointed to Homura "She's been alive a hundred and twenty years and hasn't turned into a witch yet!"

"But there's no point! We're just going to hurt people!" Mami was crying furiously by this point. Illyana took a deep breath.

"Mami, do you remember what you told me the first time we met? You said there's always another solution. A way to save everyone!" Illyana glanced back at Madoka, who was looking at Mami was a horrified look on her face. "I think there is, and I'm working on a way to make it happen!"

"But it's hopeless-" Mami began again but Illyana interrupted once more.

"They told me I was hopeless too!" Illyana nearly screamed "They said my soul was broken! Smashed! Irreparably destroyed! My friends thought I'd be stuck as the Darkchild, never to be Magik again! AND YET I GOT FIXED ANYWAY!"

Mami shook her head, "It's not the same."

"Are you kidding me Mami? It's EXACTLY the same." Illyana took a deep breath. "I'm a freaking Puella Magi, even without contracting with Kyuubey. Soul outside my body, check! Deceived by a powerful entity into gaining my powers, check! Constantly in danger of turning evil, BIG check!"

Mami was silent for a moment.

"Do you want me to show you?" Illyana asked.

Mami nodded.

"Memor." Illyana stated, and the world disappeared.

**Ten years ago. The Wailing Caverns. Limbo**

"We must hurry." The elderly Storm said and turned to her younger counterpart. "Belasco is on his way, with all of Limbo's denizens at his beck and call. I will perform the ritual that will send you home, but it will take time."

"Think we're bout out of time." Wolverine stated, "I can smell them coming."

Colossus glanced down the hall. A dozen demonic monstrosities were storming toward them. He leaned down and hugged his sister Illyana.

"Piotr..." Illyana whispered, "I'm scared."

"You know something, little snowflake?" The steel man replied, "I am too."

"Would it help if I chanted, 'no place like home'? Kitty pride joked. Nightcrawler chuckled slightly

"Storm, should we fight?" Colossus asked

"Yes-" The younger Storm began

"No!" The elderly one stated firmly, then sighed "Obex." she stated, and a a barrier of energy formed around the others. Energy bolts flew from her fingers towards the steadily increasing number of demons.

"Per meus vox ut era of terra , aer , incendia , quod unda." she stated, and a circular disk formed underneath the six X-men. At least twenty demons were filling the room, and more were following down the hall.

"Per meus vox ut dea of solitudo." She continued, the disk grew brighter.

"Per meus vox ut discipulus of Belasco!. Transporto meus amicitia domus!" She cried, and the disk shimmered.

"Ha! Got you!" A large red-skinned man cried, he was six feet tall, garbed in a red cloak, had no right hand, and could easily pass as the Devil himself. His teeth had sharp fangs on the incisors, two horns were attached to his forehead, and the shape of his face bore a striking resemblance to old-time pictures of Satan. On the back of his body was a long pointed tail. He grabbed a hold of Illyana's right arm

"He slipped by!" The older storm called out. "Can you-"

She didn't have to ask, Kitty Pride had grabbed a hold of Illyana's left arm and was holding arm for dear life.

Belasco pulled, Kitty braced herself.

"Piotr!" Illyana called out in her native Russian, "He's hurting me!"

The disk shimmered. Wolverine, Colossus, Kitty Pride, Nightcrawler and the younger storm vanished.

"Piotr!" Illyana screamed. Belasco laughed in triumph and disappeared with her.

**A few hours later...**

"Let the girl go, and I'll be yours." The elderly storm stated.

Belasco laughed and glanced at Illyana, who lying on a stone slab, awake, but unable to move. "Why should I take you up on the offer, when I will soon have you both?"

Storm let out a burst of energy, which dissipated harmlessly upon reaching the sorcerer. He chuckled.

"Such a prize." Belasco stated. "Illyana shall be the perfect vessel for the return of the Elder gods."

Storm let out another energy blast, with the same results.

"Now watch." Belasco stated, as mystical energy formed around his hands, "I shall now reshape part of Illyana's soul in my own image..."

Illyana had the sensation of floating outside her body, and as she did, she felt her face contort into a demonic visage. And then she felt part of herself being torn off her. A green ball of energy flew to Belasco's hand and reshaped itself into a small red stone, which he inserted into a golden amulet incribed with a inverted pentagram.

"That shall be the first of five." Belasco stated. "If all goes well, Illyana will make the rest herself. It would most please my masters if she did so. If not... I can do it myself."

A shuriken flew out from across the cavern and sliced Belasco's face. He glared to see a young women in a leather outfit pulling out a sword and running up to him.

"Ah, Cat." He stated and dodged a blow. "The older Kitty Pride. I must say, I was surprised you didn't aid your younger self."

Cat growled and swung her sword, only for it to pass through thin air. Belasco had vanished.

"Next time, butcher." Cat growled and glanced at Storm. "Sorry I didn't help. I just... It brought back too many memories, seeing them."

"I understand." Storm said and looked at Illyana. "In out timeline, Illyana went home and the X-men were trapped. This time the reverse occurred."

"How bad..?"

Storm shook her head, "I cannot break the link between her and Belasco. Perhaps if I was in my prime, but even then it would be nearly impossible."

Cat shrugged, "We could always kill her."

"If we did that, what would be the difference between us and him?" Storm shook her head. "I cannot eliminate the cancer that is in her, but I may be able to teach her to combat it."

"Make her your apprentice?" That's insane." Cat shook her head. She glanced back at Illyana. "Do it if you want, but you know what happened to us, and I'll see her dead before anyone else suffers the same fate." She pulled down her hood to reveal emerald eyes with oval pupils, and fangs on her incisors.

**Nine years ago... Storm's Sanctuary. .**

"Psst." Cat whispered. "Illyana. Hey, Illyana."

Illyana stirred slightly in her makeshift bed.

Cat came over and sighed, then shook Illyana's shoulder.

"Cat... What?" she responded drowsily.

"You want to go home?" Cat asked.

The drowsiness immediately vanished. "You can take me back?"

Cat nodded. "It's a rough road though. But you'll get there."

Illyana paused. "Storm said leaving would allow Belasco to get to Earth."

Cat shrugged, "Earth's got a ton of metahumans. Fantastic four, Avengers, X-men... I'm sure they can handle him. Come with me."

Illyana barreled out of her bed and the two of them set off.

They traveled, through the Fields of Burning Ash, the Pillars of Screaming Souls, the Desert of Forsaken Hope...

"Cat, why are all the places in Limbo so nasty?" Illyana asked.

"Limbo conforms to the desires of the ruler. Either consciously or subconsciously. This desert..." Cat motioned to the blasted wasteland around them "Used to be a veritable garden of Eden." She walked up to a large rock and pulled a sword and a dagger out from the sheaths on her back. She tossed Illyana the sword. "Anyway, we need to train."

"Train, I thought you'd take me home?"

Cat shook her head, "You can't get home yet. Not in your current condition. To get there... You need to get into Belasco's castle. The only other way out is the stepping disks, and they can take you literally anywhere. The void of space, the center of the sun..."

Illyana nodded and reluctantly picked up the sword.

"You must grow hard and strong, Illyana." Cat stated, "As this unholy wilderness shaped my soul, it shall do the same to yours."

**Seven Years Ago, The Desert of Forsaken Hope, .**

Cat swung the sword at Illyana, who parried the blow and then thrust with the dagger. It nicked Cat's arm and she nodded.

"You're doing well." Cat stated, "We shall leave for the castle now. If we're lucky, we can make it to his alter. The dimensional barriers are thinnest there."

After a substantial run, the two of them entered the castle. They snuck through gothic architecture.

"Guten Tag, dear ladies." a Germanic voice said. Illyana whirled around to see the Nightcrawler from Cat's timeline sitting on a archway. Cat had told Illyana about him. How he had been corrupted so thoroughly by Belasco's magic that his soul was essentially destroyed. He leapt.

Illyana threw her dagger, only for the former X-men to vanish in a puff of brimstone and reappear on the other side of Illyana. He grabbed her by the neck and threw her at Cat, who phased into the floor. Illyana grabbed another sword from a rack on the wall and thrust. Nightcrawler teleported again and swung at Illyana, who dodged the blow.

And then a hand reached up from the floor and grabbed Nightcrawler's ankle. Cat yanked it down into the cobblestone and let, go, solidifying it with the floor.

Nightcrawler screamed. Cat emerged from the floor and stabbed the man through the heart.

"My Kitty never used her powers in that way..." Illyana stated.

"Well, I'm not her." Cat replied. "This way."

They ran down a hall, only for a demonic laugh to emanate from all around them. Belasco appeared in front and grabbed cat by the wrist.

"Let go-" Cat began, but Belasco just laughed.

"I finally figured out what I did wrong with you." He stated, "Too much free will."

Cat's figure shifted and morphed, and in moments her formed shifted, and she transformed into a half-human half-panther hybrid. Her body was still shaped like a person, but she grew a thick fur coat, a long tail, and her hands formed into claws.

Belasco turned to Illyana and handed her a long steel dagger. "I have a gift for you, my apprentice."

Illyana hesitated. She was close enough to drive the dagger into Belasco's black heart and end this. But she felt drawn to him. Compelled to see what he had to offer. She took the dagger, and cut herself. The blood condensed into another of the five bloodstones.

"Very good." Belasco stated, "In the morning, I shall teach you everything I know."

**Two years ago. Belasco's castle. .**

Illyana lay in bed. It had been an exhausting day. Twenty spells learned in the span of ten hours. She had to learn fast, it was what her master expected.

Master? Had she really fallen that far? He had kidnapped her, killed her brother (a version from another timeline yes, but still her brother) and was trying to make her as corrupt as he was. She hated him, but she also was drawn to him. Likely from the part of her soul he reshaped eight years ago. No matter what she felt, there was always a part of her that desired the darkness he offered.

Soon she would have her revenge. Soon, she would make him pay. She swore that.

She looked up. There was a stepping disk on the ceiling of her bedroom.

"lot of good that is on the ceiling." she mumbled. "Wish it would-"

It vanished, only to reappear on the floor.

"I did that..." she stated in surprise. "I made it move."

She got up and walked into it.

She arrived on a balcony, overlooking a battle. On one side, unsurprisingly, was belasco. On the other was Storm. But she was much younger than the one that had mentored her.

"Is this the past?" Illyana asked to nobody in particular.

A torrent of mystical energy flew out of Storm's hands, burying itself in Belasco's body. He slumped to the ground.

"Please... don't kill me.." Illyana heard him say.

"You murder my friends, and then ask for mercy?" Storm stated angrily. "No. You die here and now, bastard."

Two massive lightning bolts struck Belasco. He fell over, and Storm screamed. Fangs appeared on her incisors, and horns on her head, as well as a tail on her back, becoming the image of the monster she had seemingly killed.

Belaco slowly rose. "You think me so easily slain, windrider? While I rule Limbo, I am immortal. You didn't kill me, but only destroyed your own innocence. You and I shall now share a bond until the end of time."

Illyana nearly screamed, but another portal appeared under her. She reappeared in Belasco's bedroom.

Once again, he was fighting Storm. This time, the elderly Storm Illyana had known as a mentor. But this time, it was Storm who was on the ropes. Belasco was throwing energy blast after energy blast, and Storm's shields were just barely holding.

"Storm!" Illyana called out, "I'll get us out of here! Give me a second!"

"Illyana-" Storm began and then her shield shattered. At that moment, Cat leapt into the room and slashed Storm across her back. The elderly woman collapsed.

"Leave her alone!" Illyana screaming and jumped to defend her mentor. "Cat, remember who you are! Don't let-"

Cat leapt at Illyana and slashed her across the arm. Illyana cried out in pain. "Cat, please!" She called out.

Cat growled and leapt at Illyana again.

"Pectus pectoris tentatio." Illyana stated, and a bolt of black energy flew from her hand and struck Cat in the gut. The feline woman clutched her chest, and fell over, her heart stopped.

Illyana was ashamed to say she couldn't feel anything. Her friend, the woman who had taught her everything she knew about swordplay and martial arts, was dead. And Illyana.. Illyana was numb. No anger, no grief, just numb.

She walked over to Storm, who was gasping for breath.

"Ororo?" Illyana asked.

"Illyana..." Storm gasped, "You did... what you needed to... I must tell you... don't try to kill Belasco... I tried... I tried..."

"I know." Illyana stated, "I saw."

A faint look of surprise flashed past Storm's face, but she nodded. "Remember...Illyana...the power only corrupts...if you let it."

Illyana looked up to see Belasco approaching. "I must say, Windrider, you were a worthy opponent. I have claimed many souls over the years, but you are the only one to ever steal yours back from me." He gestured, and the golden amulet appeared around Illyana's neck, two bloodstones inside it. "Illyana, take her soul. And conjure the third bloodstone."

"Belasco... please. I don't want to do this..." Illyana pleaded.

"Oh, come now, Illyana. You do want this, don't you?"

There was a part of Illyana that wanted it, and try as she might, the ritual appeared in her mind. She stared at the face of Ororo Munroe...

And found the strength to resist. "I'm sorry." She whispered, and grabbed Storm's head.

There was a sickening crack as Illyana broke the neck of her mentor.

And with that, the weather in limbo exploded. Lightning flew everywhere, and the castle shook violently. Numerous stones fell from the ceiling.

"Curse you, whelp!" Belasco shouted, and bindings appeared around Illyans' limbs. "I have had enough of you and your rebellious attitude! From now on, I take what I want from you!" For the third time in her life, Illyana felt a chunk of her soul being torn out of her body and formed into a bloodstone, which was set in the amulet. "You shall learn who is the master of Limbo-"

Illyana didn't hear the rest. Summoning every ounce of will she could, she formed a stepping disk under her and disappeared.

She reappeared in Storms' sanctuary, in front of a massive oak. Storm had said it had been the first thing she created when she was stuck in Limbo. A sapling, that grew into a behemoth of a tree. As Illyana approached, a chill wind blew through the area. The oak groaned and collapsed.

"Belasco reclaims his own." Illyana sighed and stared at the tree. "Ororo's master spell was one of creation. To affirm her belief in life. But... I'm not her. I want vengeance. I want Belasco's head removed from his shoulders. Perhaps if I create something appropriate to that end..."

She sat down on the ground. A pentagram of silver fire appeared around her.

"Allright. Galeon's Quintessential Extraction. Difficult spell, but I'm up for it." She held her hands up.

"Extractum." she stated, and winced as part of her soul was severed and formed in a silver ball between her hands.

"Forma" she said, and the ball shaped itself into a long metal blade.

"Constantia" she finished, and in a burst of light, the blade achieved solidity. She grabbed it and grinned.

"Time to die, you son of a bitch." In a flash of light, she disappeared and reappear in Belasco's library. He looked up from a book he was reading and threw an energy blast at her. It struck the soulsword and dissipated.

Illyana teleported to the other side of the room and sliced Belasco across the chest. He let out a grunt and grabbed a sword from a nearby desk.

She struck again, he parried. She teleported to the other side of him and stabbed him in his one remaining arm.

As they battled, Illyana noticed his spells were getting weaker and weaker. And his horns and tail were shrinking. He skin then lost its red tint, becoming flesh colored once more.

"Whats the matter, Belasco? Your masters abandon you?" Illyana laughed and with a final blow knocked him to the ground, holding him at swordpoint.

"I saw that dual between you and Ororo, you know." She sneered, "You feigned your death to strip of her of her humanity. This time though, you'll never walk away. I'm gonna cut your head off."

"Please..." Belasco begged."Don't. I can't die like this."

Illyana raised her sword. And then hesitated. What did she care for innocence lost? She had none left to lose. At least, that's what she had thought. But Ororo had thought differently. Ororo, who could have just killed her, knowing the threat she was to humanity. But she didn't. She thought Illyana had deserved a chance.

She glanced down and noticed that her skin had turned a dark red. And between her legs was a pointed tail. She raised her hand to her forehead. Two sharp horns were protruding from her skin.

She lowered the sword. "I beat you Belasco. You know that. That mean I now rule here. Leave Limbo, and never menace Earth again."

Belasco grinned and vanished in a puff of smoke.

Illyana pulled out the amulet. Three bloodstones inside. Two more would release the Elder Gods upon reality. Illyana prayed they never would be formed.

**One year ago. Caverns under the Savage Land, .**

Illyana coughed and spat up blood, then looked at the sorcerer in the mystical shield before her. This mission hadn't gone well. Magical disturbances in the Savage Land had led the X-men to find Belasco attempting to unleash the elder gods another way, through an ancient ritual known as the "Metelsila Accords." There had been six of them who went to stop him. Dazzler, Havok, Storm, Colossus, Kitty Pride, and Illyana herself, who had been asked along due to her expertise in mystical affairs.

It had taken Belasco all of five minutes to demolish the team. Dazzler had falled to an energy blast, Havok to a bolt of lightning. Storm had been taken out by being buried underneath rubble, which Illyana suspected was causing her to have a horrible panic attack by this point. Kitty had been put into a sleeping spell, and Colossus trapped in some kind of mental illusion.

That just left Illyana. Magik, as she now called herself. Ignoring the pains in her legs where Belasco had attempted to main her, she got up from the ground.

"You certainly have courage, whelp." Belasco stated, turning from inside his mystical barrier. "Your friends can't help you now, and I have spent seventy relative years honing my magic. Do you really think you can stand against me?"

Illyana coughed again. "Didn't need help stopping you the last time, with that bit with the Inhumans, or the time before that, when you tried to eat your daughter soul. Or the time before that, where I kicked you out of Limbo."

Belasco grinned and unleashed a torrent of flame at Illyana, who teleported to the other side of his barrier and stabbed it with her sword. A crack appeared in the barrier, and Illyana stabbed it again. It shattered.

Belasco laughed, "Very well, now we shall see who is truly superior."

The battle was joined, and spells were hurled from both participants with furious force. Illyana had to fight to stay upright. Magic had never been the X-men's area of expertise, and powerful as she was, she couldn't help but wonder if this time she was outclassed. Belasco had certainly increased his power level. But Illyana had to stop him. She had to win.

She was the only one who could save the world.

She blasted spell after spell, but none were getting through, in desperation she switched to a more sword-focused assault. It worked slightly better, but Belasco was skilled enough to dodge every blow. She just needed one good hit. One good stab, and she could bring this to an end.

And then, just for a moment, Belasco froze. Illyana didn't know why, but she took the opening for all it was worth. In her mind, she knew the likely effects, but it didn't matter. The world was in danger. No price was too high to save it.

Illyana's blade found home, and Belasco's head was neatly removed from his shoulders. As his body fell to the ground, Illyana felt her mind collapse. The curse had been fulfilled.

**Six months ago... Dr. Strange's Sanatorium.**

"I have searched, and I have searched." Dr Strange stated, looking at the semi-unconscious Illyana bound in a mystical sphere. "And I regret to say that I don't believe there is any way to save her."

Piotr Rasputin looked sadly at his sister, her appearance now completely demonic. "Are you sure? Surely there must be something..."

Strange shook his head, "I have looked in every tomb I own. There is no way to restore a soul once it has been thoroughly corrupted in this fashion."

"But didn't Illyana say the alternate-universe storm restored herself to normal?" Kitty asked.

"That was mostly likely due to the fact Belasco hadn't actually died at that point." Strange replied, "Now that he's gone...It's irreversible."

"Then what do we do?" Xavier asked helplessly.

Strange looked down at the floor. "The truth is, she is a monumental danger to the whole of reality. If the Elder gods get released, they will reap humanity like grain." He took a deep breath and sighed, "The only thing I can suggest..."

"It that we kill her." Kitty finished, a note of disgust in her voice. Strange nodded.

Piotr shook his head. "I will not accept that. There must be some way to save her."

"And if there isn't?" Strange asked, "Would you continue to endanger the world? Risk everyone and everything?"

"We can keep her telepathically sedated for as long as we need to" Xavier replied. "But I will not permit the murder of one of my students."

Strange nodded, "I understand your position, but I believe you are making a grave mistake."

"It's not a mistake." Piotr said firmly "There is a way out there, and I will find it!"

**Five months ago... Gamma Flight headquarters, Department H.**

"It's impossible." Witchfire stated bluntly.

Piotr opened his mouth, but Xavier spoke first. "Are you certain?

The red-headed sorceress glanced over at Illyana, still contained in the mystical bubble. "Belasco's my freaking father. Of course I'm certain. Her soul is gone, Xavier. She's the Darkchild now. No way to reverse the process."

A tear formed in Piotr's eye, "Can't you at least check?"

Witchfire sighed, "How many wizards and witches have you asked?"

"About a dozen" Kitty Pride responded.

"And what have they all said?" Witchfire pressed.

"That she can't be saved." Xavier admitted.

"Then don't waste my time." Witchfire got up from her table and marched to the exit.

**Four months ago... Castle Doom, Latveria.**

"While I recognize our differences." Piotr stated, "I was hoping you might be willing to overlook them for the time being."

"Bah," The metal plated Monarch responded, "Differences, you say? The last time we met, Storm went mad and destroyed half my country. I do not take kindly to such an affront."

Piotr sighed. "I know. And I regret the destruction. But I have searched everywhere, and asked every wizard I knew, and none knew of a way to save my sister. You are one of the most potent mystics on the planet, and I was hoping you might be able to do so."

Doctor Doom leered at the steel man from behind his mask. "The others do not know you are here, do they?"

Piotr shook his head. "No, they don't."

There was a pause, and for a moment Piotr could almost feel a smile emanate from the monarch, that chilled him to the bone.

"Under usual circumstances," Doom stated, "I would require a task to prove your sincerity. However in this case, I shall ignore that requirement."

"Because...?" Piotr asked

"Because restoring such a soul is impossible." Doom stated. "Now leave, X-man. I have entertained your delusions of salvation long enough."

Piotr nodded grimly and walked away.

**Three months ago... The Xavier Institute for Higher Learning. **

"I cannot thank you enough for being willing to come here." Xavier stated, "We have looked and looked, and every avenue has been a dead end." He sighed. "Most of us had given up hope."

The golden skinned man nodded briefly, then regarded the mystical barrier Illyana was kept in. She glowered at him from inside. He turned back to Xavier. "Believe me," he stated, "I understand perfectly. I've had issues myself with evil versions of myself. Had to cut off an entire future to stop him." He turned back to Illyana. "Yes, I believe I can help." He reached into his pocket and pulled out a bright green gemstone. "There are six gems such as these in the entire universe. There's the Time gem, the Power Gem, the Space Gem, the Reality Gem, the Mind Gem, and this one, the Soul Gem. Each grants the wielder total control of the respected element. As such..." He held up the gem to Illyana, and she let out a howl of pain. Dark energy tore out of her body and entered the gemstone. As it did, her horns shrunk, her tail shortened, her skin turned lighter, and her fangs disappeared.

In a few moments, it was over. Illyana was back to normal, for the first time in months. As the barrier faded, she got up and looked at the golden skinned man. Then she ran up and hugged him.

"Thank you." She got out, tears of joy forming in her eyes, "Thankyouthankyouthankyou."

"Happy to help." the man said.

"I greatly appreciate your aid." Xavier stated, "If theres anything I can do to repay you, let me know and I'll do it."

The man shrugged. "I'm sure I'll think of something. Pretty soon. Not sure what at the moment though"

Illyana caught her breath. "What.. whats your name?" She asked, "You saved me, and I don't even know..."

"Warlock." he replied, "Adam Warlock."

**Five weeks ago...Military Camp X-15.**

Illyana grunted and struggled against the bonds that held her. There had to be a way out of this situation. Kidnapped by mystically empowered US soldiers, who seemed to have this insane idea they could control the Elder gods. Normally, she could handle second rate magicians like them with ease, but there were over a hundred of them, working in concert. The mystical power combined easily overpowered her abilities.

As fifteen of the soldiers spoke phrases in a variant of ancient Egyptian, Illyana felt her soul being torn apart yet again. This time was worse than the others, as two stones were formed.

"If you care at all about anything on this planet." She got out, "You'll let me go, and not do this! Do you HAVE ANY IDEA HOW POWERFUL THESE ENTITIES ARE? YOUR GOING TO-"

The bloodstones inserted themselves into the amulet. A loud thrumming sound started and a rip in reality tore itself in front of the assembled crowd. A series of tentacles emerged from the gap and grabbed a number of the soldiers, tearing them limb from limb. Illyana felt her bonds loosen.

"And this..." She mumbled, "This is how the world ends..." Knowing she lacked the power to fight the Elder gods, she summoned a stepping disk and vanished.

The scenes faded away.

Illyana turned to Mami. "Do you understand now?" She said softly. "Even after everything. Killing my friends, being corrupted, turning evil... There was still hope, even though the greatest magicians on the planet told us otherwise. It's the same with you. There will be a solution. I promise you." She glanced back at Madoka, who seemed a tad in shock from the images she had seen.

Mami swallowed and nodded. The bindings on Homura vanished. Mami looked at the others sadly. "So, what do we do now?"

"Walspurigsnacht is still coming in a few days." Homura stated. "I don't know if the three of us can defeat it. But we must try."

Mami nodded, "Why is Walspurignacht so powerful?" she asked.

"I don't know." Homura stated, "But it doesn't matter. What matters is stopping it."


	18. 17: How despicably pragmatic

Chapter 17. How despicably pragmatic.

Illyana walked down the streets of Mitakihara alone at night. Sayaka was dead. Kyoko was dead. Two good people had died because of Kyuubey's machinations. Well, maybe "good person" was a bit of an exaggeration in Kyoko's case, but she didn't deserve to die like that. Neither did Sayaka.

This entire planet was pretty depressing when you got right down to it. The normal people lived unaware of the hidden monstrosities around them, except when they were targeted. The Puella Magi lived a short life, which they could only extend at the expense of another. And the witches... Illyana couldn't help but wonder what the dozen or so she had fought with the others had been like before the transformation. Some had wished for wealth, some for roses, some for cheesecake...

Illyana pitied Charlotte, in particular, despite never really meeting her. From the inscription in the Labyrinth, she could have used her wish to cure her mother, but rejected the idea figuring it was impossible. Illyana guessed that the moment she had found the impossible could become reality and that she could have saved her mother had she chosen differently...Instant witch. Not a fate Illyana would wish on anyone. Not even Belasco.

And Mami...Poor Mami. She never could catch a break, could she? Nearly dying in a car wreck, losing her friendship with Kyoko, fighting with Homura, losing Sayaka, finding out the truth about witches... She'd been through a lot.

So had Homura. A hundred and twenty years and counting she had fought, and yet met with failure each time. Illyana admired her resolve, though she couldn't help but wonder how long she could keep it up.

Madoka had a immense amount of power. So much power, she could destroy the world. Or, with the proper wish, save it. She could save everyone. Mami, Homura, even herself if she phrased it right. But how could she phrase it? Illyana had never been very good at wording wishes. But she had to figure it out somehow. And soon. If Madoka contracted incorrectly... The world would end.

Illyana sighed. "Up to me to save the world, huh? Well, I guess that's not quite the case. Long as Homura doesn't break."

Her ears perked up at the sound of a violin playing off in the distance. She followed the noise, and saw a silver-haired teenager playing a beautiful tune in the courtyard of a diner. She listened for a few minutes, and once the piece finished, applauded.

"Very nice, very nice! What was that?" She stated.

The man grinned "Bach's violin concerto in A minor, first movement." he then looked at Illyana. "You're one of Sayaka's friends, aren't you?"

Illyana did a quick double take. "Uh, yeah. I take it you're Kyousuke then?"

Kyousuke nodded, "Indeed." He set his violin down on the table and sighed, "She spoke a lot about you, you know. You and Madoka and Mami... She said you inspired her."

Illyana paused, "So, I take it you know about the contract?"

Kyousuke nodded again, "She explained it to me. Along with her other "Puella Magi" stuff." He sighed, "While I am grateful to her, I wonder if the cost was worth it. Sounds dangerous..." he glanced down at the table, where water and silverware had been set. "I asked her to meet me here. I had...something I needed to tell her." He looked down at his feet. "Did something happen? To her, I mean?"

Illyana's throat dried up. "Kyousuke... I'm sorry... Sayaka's..."

Kyousuke's face fell. "She's dead, isn't she?"

Illyana nodded.

A tear trickled down Kyousuke's face. "I knew it was going to happen...Sooner or later...God..." he buried his face in his hands. "I did love her, you know? I mean, I didn't think about it until she told me she was into me, but I finally figured that I cared enough for her to love her back..." He lowered his arms and flexed his fingers. "It wasn't that she repaired my hands. I mean, it was a consideration, but that wasn't the deciding factor. What was the deciding factor is that she got up the courage to actually tell me she loved me, because I like it when people are open about their feelings but... I never got to tell her back... And now I never will."

"I'm sorry." Illyana stated. There wasn't much else she could say.

Kyousuke stared at his palms. "It wasn't worth it. I'd rather have remained crippled like I was than to lose her. What happened, anyway? I assume a witch killed her?"

Illyana paused. She didn't want to lie to Kyousuke, the poor guy deserved the truth, but she didn't really want him to know Sayaka had tried to kill her friends either. Better for him to remember her as she had been, rather than how she ended up. "She worked herself hard trying to protect this city. Too hard. Then a witch killed her mother." She finally stated, "Sayaka lost herself in grief."

Kyousuke nodded, "I see. She was always like that, emotional. Stubborn. She could be a handful at times, let me tell you." He chuckled slightly, then sighed. He reached into his shirt pocket and pulled out a CD. In the moonlight Illyana could tell that it had "Mozart, Concerto No 2 in D major" written in black marker on it. "I made this for her..." he said softly, then held it out to Illyana.

Illyana paused.

"Would you like this?" Kyousuke asked, "Much I hated hearing the news...The not knowing was even worse. So thank you."

Illyana reached out and took the CD, then tucked it into her own shirt pocket.

Kyousuke nodded, "I guess I better get going then." He walked into the restaurant. Illyana turned to leave.

"A civilian who knows about the Puella Magi?" a voice spoke in Illyana's head, "Not often that happens."

"Kyuubey..." Illyana hissed and turned to face the creature. "Flamma Tentatio." she stated and a gout of flame blasted out of her hands and enveloped Kyuubey's body. In moments there was nothing left but ash.

She stood over the ashes, breathing heavily.

"You realize that was useless?" Kyuubey spoke in her head, and Illyana turned around to see another Kyuubey approaching from behind her.

"I figured it would be." Illyana snapped, "If killing you worked, Homura would have done it long ago."

"Then why did you do it?" the alien queried.

"Because it made me feel better, that's why." Illyana replied. "I don't get it, Kyuubey. You take girls, grant them wishes, and watch as they turn into witches, but why? It's a lot of work to go through just to jerk people around."

"Ah, well," Kyuubey stated, "There is a purpose to the system, I assure you. A very important purpose."

"What? What can possibly be so important as to justify all this?" Illyana fumed

"Are you familiar with the second law of thermodynamics?" Kyuubety asked

"Of course I am!" Illyana stated, "I'm not an idiot. In all energy exchanges, if no energy enters or leaves the system, the potential energy of the state will always be less than the initial state. Thus, in any closed system, the amount of entropy will increase."

"Quite so." Kyuubey responded, "it is a problem my race has struggled with for eons. The universe is dying, and we sought a method to reverse the process. After countless centuries, we found one. Emotions."

Illyana blinked, "Emotions?" She repeated.

"Yes, the emotions emitted by the younger races are not bound by the same laws of physics as matter and energy." Kyuubey confirmed "My race lacks the capacity to feel such things, so we constructed machines to harness it from others in hopes of forestalling the heat death of the universe."

"But that wouldn't happen for billions of years!" Illyana protested

"My race doesn't age. Sooner or later, your race will cease aging as well." Kyuubey seemed to shrug, "It is better to think about these things early, rather than later, else it might be too late."

"And let me guess, the emotions triggered from a Puella Magi turning into a witch are the most 'efficient' solution" Illyana snarled, making finger quotes with her hands.

"You understand perfectly." Kyuubey replied

"How despicably pragmatic." Illyana stated, disgusted. "You lie to everyone, just to forestall something that won't happen for eons."

"I have never lied to any potential Puella Magi." Kyuubey stated.

"Mami specifically asked if there were any more catches when she found out her soul was outside her body! You said there were none!" Illyana yelled.

"She asked if there were details about the contract. The fact that Puella Magi turn into witches is a separate issue." Kyuubey replied.

Illyana seethed with rage, "So you manipulate everyone you can, deceive everyone you can, ruin the lives of any girl who crosses your path, bring grief upon their families, and care nothing for the consequences?" She spat, "We humans have a word for people like that. We call them sociopaths."

There was a pause.

Illyana formed her sword in her hand and pointed it at Kyuubey, "You have one minute. One minute to give a me a very good reason I shouldn't just wipe your race out. I have time travel powers, scrying spells and enough mystical power to obliterate a continent. If I wanted to, I could go back in time and slaughter your race before you came out of the ocean."

"Ah, well, before you do that, consider this." Kyuubey stated, "We incubators have deliberately accelerated the technological growth of humanity in order to make the conversion more efficient. It normally takes hundreds of thousands of years for a race to make the progression from stone age to where you are currently. Without us, humanity would probably still be living in caves."

Illyana growled, "Admittedly that is a very good point. But mark my words. Someday, someone is going to make all of you very very sorry. You're the worst alien race I've ever encountered. I'd favorably compare the Brood to you, at least they never pretended to be the good guys."

Her sword disappeared once more and she stormed off.


	19. 18: I CAN'T LET IT END LIKE THIS!

Chapter 18: I CAN'T LET IT END LIKE THIS!

**May 1st. 2011**

As Illyana, Mami, and Homura stood in front of a railing, staring at the approaching storm, Illyana glanced at Homura

"Do you think we can defeat it?" She asked.

Homura didn't respond at first, then sighed, "I'm not going to lie to you, Illyana. No, I don't think we can. But we must. Otherwise, the best case scenario will be that this town is utterly destroyed. The worst case is the obliteration of the entire planet."

"Is Madoka safe?" Mami asked.

"She's in the storm cellar." Illyana replied, "I told her not to come out for anything. Here's hoping she follows my advice. She has so far."

"Indeed." Homura stated. "Mami, for what it's worth... I'm sorry we fought so much."

"I am too." Mami responded, "I didn't know everything you went through. You had good reasons, I just didn't see them up until now."

Homura nodded, "I've sort of... lost my ability to communicate with people over the years." she sighed. "Being enigmatic doesn't really work, but its how I've turned out." She looked up in the clouds. "If I ever defeat this thing, if I ever save Madoka... I don't know if I can go back to a normal life."

"I know exactly what you mean." Illyana stated, "I'm a demonic sorceress. Have been for over a decade, will be for the rest of my life. I'd rather be normal, but that was never an option."

Homura began to respond, but as a figure broke through the clouds, she instead stated, "It's here. Get ready."

Illyana look up. Towering over the city was a massive witch around forty feet tall. A series of gears stood atop a pair of dark wings. Illyana squinted and could just make out inscriptions on the side.

"To unleash hell upon the world," She mumbled,"The encroaching darkness comes, The salvation I was given didn't matter...My god..." she turned to Homura, "Homura, that's not just your future self up there."

"Oh?" Homura replied, slightly surprised.

"It's also mine." Illyana stated. "The two of us combined...We're Walpurgisnacht."

"But I thought you weren't going to take the contract?" Mami asked.

Illyana shook her head, "I'm not planning to, but the way temporal variance things like this work, it might not matter. If it exists in any timeline, it arrived here." She took a deep breath, "But that doesn't matter."

She held out her hand and her soulsword appeared in it. "What matters is stopping it."

A stepping disk appeared under her feet, transporting her on top of the stage-constructing witch.

"Sol solis flatus!" She screamed a burst of solar energy flew from her left hand and buried itself in one of the makeshift gears.

A gust of wind blew past her, nearly knocking her off her perch, but she righted herself in time. She took her sword and stabbed it deep beneth where she stood. As she did so, she noticed a series of explosions rocking the witch, followed shortly after by gun blasts she recognized as Mami's.

"Silicis effervo!" She cried, and meteors rained down from the sky, the witch shook.

An explosion shook the ground beneath where they flew, and a nearby skyscraper collapsed towards Walpurgisnacht. Illyana teleported onto a nearby building, as the witch was knocked down to the ground, where a horde of mines exploded. It stunned the witch for a moment. But only for a moment, as soon it was airborne again.

A series of familiars appeared from the witch. Illyana winced as they seemed to take the shape of Puella Magi, only dark, as if their shadows. She threw a number of spells at the witch, then turned to the familiars.

"Dico levitas!" She shouted, and lightning streamed down from the heavens. Several bolts struck Walpurgisnacht, and several others hit the familiars, which disappeared.

Over two dozen more familiars appeared from the witch. Illyana winced and called out several more spells to the six or so that were approaching her. As fire blasted the familiars, they vanished.

Illyana noticed a series of missiles flying past the tower she stood on, striking the witch head on. Yet it stood firm.

"Is nothing having any effect on this thing?" She mumbled.

She threw a dozen more spells. Ice, acid, arrows, mystical bolts, throwing disks, vibrational energy, banshee screams... Nothing stopped it. And familiars were piling out of the witch by the dozen.

"Rasputin?" she heard Mami's voice in her head. Illyana glanced down to the ground, and gasped in horror. Mami was lying on the ground, several familiars surrounding her.

In a flash Illyana teleported to her side and stabbed the familiars with her blade. As they winked out of existence, Illyana leaned over to her friend. Mami was bleeding heavily from a half-dozen different wounds.

"Vigoratus vulnus!" Illyana stated, pressing her hands against a particularly bad gash in Mami's side. A white light emitted from her hands, but the wound stayed as it was.

"Vigoratus vulnus!" Illyana cried again, but the same result.

"Vigoratus vulnus! DAMNIT! HEAL!" Illyana practically screamed, tears forming in her eyes.

"Rasputin..." Mami said weakly...

"It's not working..." Illyana choked down a sob.. "It must be because it's my future self and knows how to wound so that my magic doesn't work and I can't save you and you're going to die and..."

"It's okay." Mami said softly.

"No Mami, it's not." Illyana replied, "I can't save you this time."

"I know. I know." Mami said, "But it's fine. You made this last month the best I had ever had. You were my friend."

"It was only a month!" Illyana stated, "It shouldn't be this short! I CAN'T LET IT END LIKE THIS!"

She looked up at Homura, who was taking on around a dozen different familiars at once, then back at Mami. She stared down helplessly at her friend.

"Illyana." Mami said softly. Illyana paused.

"That's the first time you haven't used my surname." She said, wiping tears from her eyes.

"Yes, well..." Mami managed a weak chuckle. "I just wanted to say thank you. For everything."

"No Mami, thank _you_." Illyana replied, "You were a very good friend."

"So...were...you. My very...best...friend..." Mami replied, and closed her eyes. Her Puella Magi outfit disappeared, leaving her body garbed in her school clothes.

Illyana wanted to cry. To scream. To do something about the unfairness of it all. But there wasn't time. Walpurgisnacht had to be stopped. There was time for mourning later. In a flash, she disappeared and reappeared with Homura, who was fighting against a dozen familiars. Illyana mumbled a flame spell, and they vanished under the fire.

"Mami's gone." Illyana stated. Homura winced.

Illyana looked at another horde of familiars approaching. "Flamma cuspis." she stated and a series of fiery spikes appeared and buried themselves in the shadows. They vanished.

"Bought us a little breathing room." Illyana stated, and looked up at the gear-themed witch above them.

"Illyana. How powerful are you?" Homura asked.

Illyana shrugged, "I'm one of the most powerful magic users on my homeworld. But right now that isn't meaning much. I've thrown a couple dozen of my most powerful spells at that thing and it hasn't done jack."

Homura took a deep breath. "That's bad." She sighed, "I've expended my arsenal."

Illyana winced, "All of it?"

"Anything that might make a dent in that thing. The Bazookas, the missiles, the mines... I'm down to small arms now, which isn't going to help much." She pulled out a machine gun and fired it at the witch, then shook her head. "I don't have any offensive power myself. If you can't stop it either..."

"If we just let it run its course, how many people will die?" Illyana asked

Homura shrugged, "I don't know. I never got that far. Madoka always contracted to stop it. And I... had to reset time. Again. And again. And again." Illyana noticed a note of desperation in her voice.

Illyana stared at the witch and attempted to form a stepping disk under it. Hoping she could send it somewhere, anywhere else. But the disk refused to form, flickering out of existence when she tried.

Illyana teleported to right beneath the witch, slashing at familiars as she did so. There had to be something she could do, some spell that might work... But what? Her usual arsenal of offensive spells wasn't working.

The ground shook. Heavily. Several nearby buildings collapse, and as Illyana turned around, she noticed Homura being buried beneath a particularly large one.

"Fuck!" She screamed, and teleported to the pile of rubble. "Terra permoveo!" she called out.

The pile of rubble began to move. Illyana held her breath. Homura Akemi was revealed, but her head was caved in. Crushed underneath a steel support beam.

"Not you too..." Illyana mumbled.

"Homura-chan?" a voice came from behind Illyana. She whirled around to see Madoka there, with Kyuubey.

"Madoka, I told you to stay in the cellar." Illyana stated desperately.

"I felt Mami's mind go out... And now hers. I can't let people fight and die for me. Not without doing something in return." Madoka responded.

Illyana looked at Homura, then at Madoka. "You're talking about contracting."

Madoka nodded briefly.

"Don't." Illyana said and motioned to Homura's body, "She fought for a hundred and twenty years, just to find one timeline where she could save you. If you contract now, she'll have died for nothing."

A tear formed in Madoka's eye. "Sayaka died, Kyoko died, Mami's gone and now Homura... I can't be the only one left."

"I'm still standing, aren't I?" Illyana replied and fired a burst of energy at approaching familiars. She sighed, "If you contract, the world will end. I mean that for a fact. You have so much power, that the transformation of you into a Puella Magi will be unstable and turn you into a witch immediately."

"But she could save us. Save everyone." Madoka looked at Homura.

"She's gone through this timeline over nine hundred times." Illyana sighed, "Doesn't she deserve a rest? Madoka, go back to the cellar. I can take this..thing out somehow." She looked up at Walpurgisnacht desperately.

"Illyana, Mami was your friend too, wasn't she?" Madoka asked.

"Yes, she was. A very good friend." Illyana confirmed

"Wouldn't you want to save her? Mami told me you were a time traveler. Maybe if you and Homura team up..." Madoka's voice trailed off. She then turned to Kyuubey. "Kyuubey..."

"Madoka, don't-" Illyana began, but Madoka interrupted her.

"Illyana. I'm sorry. But I have faith in you and her. You can save us all. Kyuubey. Save Homura. You can have my soul then." Madoka stated.

"Madoka-" Illyana began, but it was too late .a burst of white light emanated from the pink haired girl.

"Contract established." Illyana heard Kyuubey say, and she cursed the creature with every fiber of her being. "Your wish has surpassed entropy."

Illyana looked at Homura. The steel beam atop her head disintegrated, and her head reformed. She opened her eyes.

"I couldn't stop her." Illyana said softly, and Homura began to cry.

"I can't keep doing this..." Homura said, her voice breaking. "I'm such a failure..."

"Homura?" Madoka called out from the pillar of light she was in. "Forgive me. But I couldn't lose you too. Not after losing Sayaka. Not after losing Kyoko, Not after losing Mami... Please... Save everyone. I believe in you."

"I... I." Homura got out.

There was a burst of black light and Madoka collapsed. A witch made of long black strings emerged from her body.

"Madoka..." Homura whispered. "God...not again..." Illyana noticed that the soul gem on her arm was darkening. And quickly.

"Homura. I think I can fix this." Illyana stated. "I made mistakes the first time around, but I think given a second chance, I can make things better."

"If I turn time back again, Madoka's burden will only increase." Homura stated., her voice weak

"And if you don't turn it back, the world will end." Illyana looked at the rising form of Kriemhild Gretchen. She sighed, "Homura... I can't offer much, but what I can promise you is that I will stick with you until we can fix this world. Together, we can save Madoka. Together, we can save the others."

Homura blinked, "You can come back with me?"

Illyana nodded, "Of course. I'm a time traveler, after all."

Homura stared at Illyana for a long moment. A faint glimpse of hope flickered across her face.

With her right hand, she grasped her shield.

"Vicis obfirmo in" Illyana stated.

With a firm, definitive motion, Homura turned her shield.

Time reset itself. And Illyana was pulled back...

Authors note: Yeah, I'm pulling the "two timelines" trick. And good news, I just completed the draft of the second half of the story yesterday, so with luck this fic will be fully uploaded within a month or two. I hope you all have enjoyed my story so far, it gets even more intense from here.


	20. 19: I sense some hostility

Chapter 19: I sense some hostility.

Illyana jerked awake. She was on a couch. Mami's couch. She was dressed in her X-men uniform and her sword was propped up beside her.

"It worked." she mumbled "Thank god. Lord knows traveling through time is sketchy at best... Hmm, Homura will probably be wondering where I am, given she gets out of bed on the sixteenth and I didn't wind up here till the twenty third..."

"Ah, you're awake!" A familiar voice spoke up, "You had me worried there, falling out of the-"

"Mami." Illyana stated. It was a reflex, not voluntary, and the moment she said her name, she regretted it. She had just blown her chance to work subtlety out of the water.

Mami stopped in her tracks, "You know me? I must say, I don't recognize you, and I would probably remember someone with giant "X"s on her clothes."

Illyana hesitated for a moment, wondering if she should try to come up with an excuse, but quickly rejected the idea. Mami was her friend, she deserved to know who she was.

"Name's Illyana." she stated, "Illyana Rasputin. And yes, I do know you...We were friends."

Mami hesitated.

"I know you don't know me." Illyana continued, "See, I'm a time traveler. In another timeline, I woke up on your couch like I did just now, then fought witches with you for a while. We were pretty close..." She blushed slightly, "It's very good to see you again."

Mami gave her an odd look, "You're a time traveler? So you came back in time... why?"

"To save you." Illyana replied.

"What...?" Mami seemed a tad speechless at that.

"As well as many other people." Illyana added, "In about a month and a half, you, me, and Homura faced off against a witch that could decimate this city. It killed you, and Homura and I couldn't stop it. So I'm trying again."She didn't mention Homura was also a time traveler, figuring the girl would rather keep that information to herself. She also deliberately left out the part about Madoka turning into a witch, this wasn't the time to reveal that bit of information.

Mami was silent for a moment. Then she stated, "But Homura is a threat..." she mumbled.

Illyana shook her head, "Not in the least." she sighed, "This is kind of awkward, you know? I mean, you've just met me and I know its a lot to take in, meanwhile I'm here trying to figure out how to keep everyone alive."

"I must say this is most unusual." A voice spoke in her head, "I have never encountered a time traveler before, particularly one whose powers are innate."

"Kyuubey..." Illyana muttered and glared at the approaching creature.

"Ah, so you have met me before." He responded.

"Yes. I have." Illyanya stated firmly.

"I must say, you have a surprising amount of potential within you. More than most girls. I have something to ask you."

Illyana rolled her eyes, "If this is about contracting, I'm not interested."

"Ah, you know about the contract, do you?" Kyuubey asked.

"Yes, I know." Illyana stated, her eyes boring holes into Kyuubey's form.

"Well, if you decide on a wish, I will be pleased to fulfill it." Kyuubey stated and walked off.

"I sense some hostility." Mami said.

Illyana hesitated, wondering how much she should reveal, "It's nothing, don't worry about it." she finally said.

Mami nodded, then furrowed her brow. A ring on her hand formed into her Soul Gem and she frowned. "If you'll pardon me, I have something I need to attend to."

"Ah, a witch?" Illyana asked.

Mami nodded, "Yes, and this one's fairly nearby."

"Would you like some help?" Illyana asked.

Mami raised an eyebrow, "I take it you are trying to befriend me again?"

Illyana blushed slighly, "yes, actually... Like I said, last timeline we were pretty close and I don't want to lose-"

"It's fine." Mami said, smiling warmly. She chuckled slightly, "It's kind of funny, you know? I spend months trying to make friends, and then all of a sudden one just drops out of the sky. Yes, Rasputin, I'd love to have your company."

Illyana grinned, "That's good." she then paused, "Normally I'd offer to teleport us, but for the life of me I can't remember where this witch was located."

"Teleport, huh?" Mami asked,

"Yes. I am also skilled in sorcery. Fire, ice, lighting, earth control, ecetera."

Mami chuckled, "You're a regular arsenal, aren't you? Don't worry. My gem will lead us straight to the witch."

And so Illyana and Mami fought Gevenium again for the first time. As they did so, Illyana couldn't help but wonder what kind of person the witch had been before her decent. Her and all the other witches. Mami had faced off against multiple witches a week for the longest time, and Illyana shuddered at how many teenage girls must have lost their lives in Mitakihara alone. There were a few hundred thousand people in the town, and assuming two witches a week in a city that size, expanded globally...

Illyana paused. That would mean the Incubators had killed more civilians than any alien race from her homeworld. She was sorely tempted to make good on her threat to abort the aliens' plans eons ago, but the cost... No, there had to be another solution.

Madoka. Madoka was the solution. Her god-like level of power meant she could save the entire planet if she made the right wish. But what would that wish be? Give the incubators a conscience, perhaps? Or maybe alter the Puella Magi to witch transformation to make the end result impossible... Illyana wasn't sure, but she had to figure it out. And soon.


	21. 20: I was ready to give up

Chapter 20. I was ready to give up.

Illyana blasted the last standing Yakuza member with a bolt of electricity, and as the man slumped to the ground, she sighed and looked around the room.

"Well, this is the same time and place as last time..." she muttered, "Here's hoping she shows up."

"I'm here." A voice stated and Homura Akemi appeared in the room.

For a long moment, the two were silent. Finally Homura broke the silence.

"Thank you." She stated.

"For what?" Illyana asked.

Homura shrugged, "For fighting Walspurgisnacht with me, for convincing me not to give up, for being willing to join me in this endless maze of time loops...Take your pick." She looked down at her shield and sighed, "If you don't want to do that last one, I understand. It's not a fate I'd wish on anybody."

Illyana shook her head, "Clearly you don't know me very well if you think I'd just let someone like you suffer the way you have been. I'm a hero, Homura, I don't ignore people in need."

Homura shrugged, "You might feel differently after a few hundred iterations of the same month."

"It's not going to take that long." Illyana responded, "I have a pretty good idea of how to fix this situation."

Homura looked at her funnily, "What do you mean?"

Illyana sighed, "Madoka's power is at the level of a deity-"

"She must not contract." Homura interrupted, "We established this."

"Bear with me here," Illyana continued, "Madoka could theoretically scrap the entire Puella Magi system if she put her mind to it. She could save everyone. Mami, Sayaka, Kyoko, Charlotte, Greturd, you, me, everyone. Every damn girl who was ever approached by an Incubator. She's the freaking messiah. The fundamental problem is that Puella Magi turn into witches, right? She could shatter that rule into pieces."

"And what would become of her after that?" Homura asked, semi-rhetorically.

Illyana shrugged, "My guess? She'd become a god. Sentient concept. Cosmic entity, that sort of thing."

"I will not accept that." Homura stated, slight anger creeping into her voice, "She deserves to live as a person. Not an idea."

Illyana paused, "Homura, Madoka's life isn't worth that of every other Puella Magi out there."

"She is to me." Homura replied, her voice like ice.

Illyana stared at Homura for a long moment, "What exactly did she do," she asked, "To inspire this kind of devotion?"

Homura looked at Illyana and sighed, "When you were first kidnapped by Belasco, you were defenseless, correct?"

"Pretty much." Illyana replied.

"It was much the same with me." Homura sighed, "if you saw me in the first timeline I lived through, you wouldn't recognize me. I was a quiet, shy, timid girl. And I had spent months in the hospital for heart problems." She hesitated for a moment, then continued, "In school, it's eat or be eaten. And the other kids ate me alive. You probably don't know this, being you were in hell for your middle school years, but kids can be mean. Horribly mean."

"So, bullies? They're a fact of life, you just gotta learn to stand up for yourself." Illyana replied.

"I didn't know how to do that." Homura stated, "I was..." She sighed for a moment, "I was seriously considering suicide after a couple weeks. And then I got attacked by a witch."

"Ah..." Illyana stated. "Madoka saved you at that point?"

"Yeah, her and Mami. Madoka had been pretty much my only friend up until that point and I was pretty astounded she had magical powers. It was all well and good for a few weeks, and then Walspurgis attacked."

Illyana winced.

Homura shook her head, "Mami died within minutes. I begged, pleaded, with Madoka not to fight. To run away, to hide, anything... I didn't want to lose her to. But she wouldn't. And I did."

"And then Kyuubey approached you with the contract." Illyana guessed.

Homura nodded, "I went back. I thought I could save them. The three of us, we beat Walpurgis, but Mami died and Madoka..." She sighed, "She had used too much power. And at that point I learned the truth about witches."

Illyana opened her mouth, then closed it and nodded.

"And on my third try, I attempted to tell the others right away. They didn't believe me." Homura shrugged, "Not until Sayaka became Octavia. The truth broke Mami's mind and she killed Kyoko. Then Madoka shattered her soul gem to save me. You saw something similar a little while ago, and I must say that I never expected you to be able to talk her down..." Homura looked down at her feet.

"So you and Madoka fought together?" Illyana asked.

Homura nodded, "We did. And when Walspurgisnacht game, we gave it everything we had. We stopped it, barely, but we were going to turn into witches... Madoka, bless her soul, used Sayaka's grief seed to heal me and begged me to go back in time and prevent her from contracting. I swore to her then that I would save her...And then she asked me to put a bullet in her skull."

"I..." Illyana began.

Homura paused, "She never flinched, never looked away. She trusted me with everything, right up until I took her life. I've spend a hundred years trying to save her, and to tell the truth..."

"Yes?" Illyana asked.

"To tell the truth, this last time I was ready to give up." Homura stated, "I have fought alone, as nobody would believe me, nobody could comprehend my mission. This last time I realized I can't even remember what my parents looked like..." She paused, "What kind of person can't even remember their mothers face?"

"Someone who has given up everything for those that matter." Illyana replied, "When I go home, _if_ I go home, my family and friends won't remember me. I had to kill my childhood self so that humanity might see another day. I'll be a stranger to them all." She paused, "But thats what we do, isn't it? Give up ourselves for those we care about?"

"I suppose..." Homura sighed, "Madoka asked me to save her friends. I don't know if I can. I mean, in over nine hundred timelines, I think I kept everyone alive to Walspurigisnacht maybe five times."

"Well, this time you have help." Illyana shrugged, "Have you seen what I can do? I've got as much power as you or Mami, and a lot more versatility. I've got spells to change the direction of the tides, for crying out loud. Anyway, I have some pretty good ideas of where to start. Way I can see it, my task focuses around Sayaka."

"Really?" Homura asked. "Why her?"

"Well, you said Octavia was a extremely powerful witch. Last time, if Sayaka's mom hadn't died, or I had figured out about Kyousuke before she contracted, or even if Kyoko hadn't been so confrontational, she might have not turned into a witch." Illyana shrugged, "And if she hadn't, Kyoko wouldn't have died either."

"Sayaka has died in every timeline I have ever seen" Homura stated, "If she doesn't become a witch, she dies at the hand of a witch, if she doesn't do that, Walspurgisnacht tears her apart."

"And if she doesn't contract?" Illyana asked pointedly.

"She always contracts." Homura stated, "Always."

"Well, this time she won't have to." Illyana shrugged, "My magic is powerful enough to cure Kyousuke's hands. If his hands are cured, she won't have a need to contract. Simple, right?"

Homura paused. "You think that will work?"

"Probably." Illyana replied, "I know that will leave us a girl short for the final battle, but I have an idea about that too. I just need to iron out the details."

"I see." Homura stated, "Should I ask what you're planning?"

"I don't want to say in case it doesn't work out." Illyana stated, "Let's just say we might team up with a girl I kinda doubt you've worked with. In the meantime, contact Kyoko. We'll need her assistance. Hopefully this time she won't go and butt heads with Sayaka if the latter isn't a Puella Magi."

Homura nodded and turned to leave, then turned back, "One other thing, Illyana?"

"Yes?" Illyana asked.

"Good luck." Came the response, and Homura vanished.


	22. 21: She would have given up her soul

Chapter 21: She would have given up her soul for you.

Illyana entered Mitakihara general hospital and approached the front desk. She fidgeted slightly at the orange blouse she was wearing. It had been a tad large when she had bought it, and didn't sit right in the shoulders. Unfortunately, she had never learned a spell to alter clothing.

"I'm here to see Kyousuke," she told the nurse.

The nurse looked up, "Ah, Kamijou? Are you a friend of his?"

"Something like that." Illyana replied.

The nurse chuckled, "He's a handful, let me tell you. Thank goodness that Miki girl is around to keep him under control. If I catch him breaking into the fridge one more time..." She chuckled.

"Can I see him?" Illyana asked.

"For a little while. What's your name?"

"Illyana Rasuptin." She stated,

"That's a interesting name. Is it Slavic?" The nurse asked.

"Russian." Illyana said.

"Oh, very nice. I did my thesis on the rise and fall of the Soviet Union." The nurse smiled, "Name's Naoki Hyogo. Pleasure to meet you."

"Likewise." Illyana stated.

"Kyousuke's down this way." Naoki stated walking down a hall, "But you'll need to be quick, Miki always arrives at three and she has priority."

"That's fine." Illyana stated, "This won't take long."

Naoki walked up to a door and motioned to it, "He's in here."

Illyana opened the door and entered. The silver haired boy was lying in bed, seemingly asleep.

"Um, hey there." Illyana stated.

"Gah!" Kyousuke jerked up, startled out of his rest. "Don't surprise me like that."

"Light sleeper?" Illyana asked.

"Very." Kyousuke looked at Illyana up and down. "Who the heck are you?"

"Illyana." She replied, "I'm a friend."

"Friend? I've never met you before in my life." Kyousuke stated.

"Well, I'm a friend of your friend Sayaka. Sort of. It's complicated." Illyana shook her head. "Anyway, let me get right down to it, I'm here to heal your hand."

Kyousuke stared at Illyana for a long moment, "You're playing with me."

"Actually, no I'm not." Illyana replied, "Kyousuke, do you believe in magic?"

"Magic?" Kyousuke repeated, "Not unless you count sufficiently advanced technology. I am a fan of Arthur C Clarke. But in my case, technology is insufficiently advanced"

Illyana shook her head, "Not what I'm talking about. Let me put this simply. I'm a sorceress and I can heal you."

Kyousuke stared at Illyana again, "You're nuts, aren't you? Totally, completely, off the wall nuts."

Illyana reached into her pocket and pulled out a CD, handing it to Kyousuke.

"Mozart, Concerto No 2 in D Major..." he paused, "Wait a minute, this is my handwriting..."

"Play it." Illyana stated.

Kyousuke hesitated, then picked up a CD player off his nightstand and inserted the disk. He placed the earbuds in his ears. After a few moments, he yanked them out of the same and took a deep breath, and then another, and then another.

"What the hell is this?" He asked Illyana, "That sounds exactly like the rendition of that piece I played at the school talent show. How in the world...?

"To make a very long story short... are you familiar with time travel?" Illyana asked

"Of course." Kyousuke stated, "Groundhog day is my favorite movie after all."

"Good. That will make this simple." Illyana replied, "I'm replaying a month and a half in the same way Bill Murray replayed one day. The last time, Sayaka sold her soul so that your hands would be cured. She died, and you gave me that disk. Then the world ended. This time, I'm making it so Sayaka doesn't have to-"

"Wait. Wait wait wait." Kyousuko threw up his one good hand, "Sayaka _what_?"

"She made a Faustian pact, essentially." Illyana replied.

"Why the hell would she do that?" Kyousuke asked, "I mean, seriously?"

Illyana chuckled, "You're pretty clueless, aren't you? She's crushing on you in a major way."

There was a pause.

"Really?" Kyousuke asked.

Illyana nodded.

Kyousuke put his head in his hand. "And just when I thought this conversation couldn't get any weirder..."

"Yes, well, anyway." Illyana shrugged, "Healing spell, how about it?"

Kyousuke stared at Illyana, "Are you serious about this? The doctors said there was no way my hand could every work again."

"Perfectly serious." Illyana replied.

"You're not just jerking me around?" Kyousuke asked.

"Of course not. I'd never do that." Illyana replied.

Kyousuke stared at Illyana once again. "Alright. See what you can do."

Illyana nodded and walked up to the bed. "I should warn you, this is going to hurt. The results will be worth it though."

She gestured and a mystical silver flame appeared on the floor behind her. It drew itself around the bed in a perfect circle of silver fire, and then an inverted pentagram formed inside.

"Curatio" Illyana stated. A gout of the fire plumed from each of the five points of the pentagram, then merged in the center of the design in a silver ball.

"Is it supposed to be doing- GAH!" Kyousuke yelped in pain as the ball struck him in his left hand. He jerked it back in reflex. "It's on fire! It's on fire!" he cried out.

"Don't yell." Illyana stated, "The last thing we need is the staff to get wind of what I'm doing."

Kyousuke clenched his teeth and took some deep breaths. After what seemed like an eternity, the pain subsided. He stared at his hand, and then slowly, his fingers moved.

"How... did you do that?" he finally asked.

"Magic, like I said." Illyana shrugged.

Kyousuke smiled, "Thank you." he stated. "Seriously, thank you."

"No problem." Illyana replied, then glanced at the clock on the wall. "I'll leave you to meet with your friend now. Give some thought to what Sayaka feels for you. She would have given up her soul for you, after all."

"I will." Kyousuke replied. "Believe me."

Illyana nodded and walked out the door.

"Task one of two done." She said to nobody in particular, "Now where is the oncology ward?"

Authors notes: Bonus points if you can guess whats going to happen in the next chapter.


	23. 22: Don't do anything foolhardy, alright

Points to inveress for coming very close to my plotline.

Chapter 22. Don't do anything foolhardy, alright?

It took about twenty minutes for Illyana to find who she was looking for. A young girl, roughly fifteen years of age, dressed in a school uniform identical to Mami's. Her shoulder length hair was a bright green and she stood much taller than any of the other girls Illyana had met. On her ears were a pair of star earring and she was munching on a series of cookies in the waiting area. Illyana walked up.

"Hello there Charlotte." She stated.

It hadn't been terribly hard to figure out. From the runes in the labyrinth the last time, Charlotte was the witch of Cheesecake. The food was key to her identity, because her mother had been unable to eat it during a terminal illness. The logical conclusion was that her mother was a chemo patient, as the treatments made eating both cheese, and excessively sugary foods, a really bad idea. Add in the fact that Puella Magi were invariably teenage girls around thirteen to sixteen years of age, and it wasn't hard to locate the one girl in Mitakihara General Hospital who fit the profile.

The girl looked up, "Sorry, I think you have the wrong person."

"Ah, what is your name then?" Illyana asked.

"Ayaka Kondo. But I prefer just Kondo." The girl sighed and stuffed an entire cookie into her mouth, then chewed and swallowed it.

"I'm Illyana Rasputin." Illyana responded, taking a seat next to her, "Good to meet you."

Ayaka shrugged, "I suppose." she glanced at the door and shook her head.

"How long does she have?" Illyana asked.

"Pardon?" Ayaka asked.

"Your mother, how long does she have?"

Ayaka paused, "How'd you know it was my mom?"

Illyana didn't respond.

Ayaka sighed, "To answer your question, not long. The cancer has reached the fourth stage, and all we can do right now is delay the inevitable. A few weeks, most likely."

"I'm sorry." Illyana stated.

"Me too." Ayaka bit into another cookie, "I really would like to have one more meal like we used to. But..."

"What if you could save her life?" Illyana asked.

Ayaka shook her head, "There's no way to stop cancer once it gets to this stage. Tumors have metastasized, and we can't get them out."

There was a pause.

"Ayaka, do you believe in magic?" Illyana asked.

"Of course not, don't be absurd. And call me Kondo." Ayaka shook her head.

Illyana held out her right hand, "Look carefully." She took a deep breath. "Flamma." She intoned.

A small flame appeared in her hand.

"What the hell are you doing?" Ayaka hissed, "You shouldn't start a fire in a hospital."

"Don't worry, its perfectly safe. The flame is under my complete control." Illyana responded. The flame lifted off her hand slightly and curved itself into a ball. Then it shaped itself into a torus, and then a square. "See?"

Ayaka blinked, "Ok, I'll bite, how the fuck are you doing that?" She picked up another cookie and bit half of it off.

Illyana gestured and the flame vanished, "It's magic, Ayaka."

"Call me Kondo. And don't be ridiculous. There's no such thing as magic." Ayaka shook her head.

Illyana sighed, then gestured and her soulsword appeared in her hand. "Then how did I do that?"

Ayaka paused, "I have no goddamn idea."

Illyana nodded, then her soulsword vanished, "Believe it or not, magic does exist. It remains in the shadows, so not many people get to witness it, but it is there. And every so often, it permits miracles."

Ayaka glanced over at the door, "So, you're saying... you can save my mother?"

Illyana shook her head, "I cannot personally. I can't cure cancer. Believe me, I tried my hardest when I got dumped back in time and met Mar-vell... but that's not important. Very soon, you will gain the opportunity to save her, if you make the right choice."

Ayaka stared at Illyana, "How?"

"You will be given a wish. Anything you desire." Illyana paused dramatically.

"And the catch?" Ayaka asked.

"You would have to become a "Puella Magi." You gain mystical abilities, but have to battle against witches. Creatures that hide in bubble universes and cause people to commit murder or suicide." Illyana gave a grim smile.

Ayaka laughed, "Is that all? That's not a downside! I'd be a freaking superhero! AWESOME! When will I get my shot? Do I get a costume? What kind of powers?"

Illyana chuckled, "Yes, you'd get a costume. Not sure what it would be, but yes. Not sure on the powers either. Typically it is based on what wish you make."

"Seriously, that is so cool!" Ayaka smiled, "Whens it going to happen?"

"I would believe in a couple weeks." Illyana replied, trying to recall the exact date Mami got attacked by the worm. "You only get one wish though, so make it count."

"I will, damn right I will." Ayaka glanced back at the door.

Illyana nodded, "Now if you'll pardon me, I must be going." She got up and walked off. Much as she hated to use Charlotte, or Ayaka as the case may be, like that, there was more pressing matters than the fate of one teenage girl. Such as the fate of every Puella Magi ever. When weighing the life of one against the life of hundreds of thousands, what else could be done?

For once, the end would justify the means.

**Several floors down...**

Sayaka hesitated slightly at the door, and then opened it.

"Kyousuke?" she called out, and the white-haired boy sprung up from his bed.

"Gah!" he called out, then quickly recovered. "Sayaka?"

"Hey." Sayaka smiled and waved, then pulled out a CD from her purse, "I found this one at a garage sale yesterday. It's by Tchaikovsky."

"Thank you..." Kyousuke stated.

"Is everything all right?" Sayaka asked, 'You seem preoccupied."

"I am." Kyousuke responded, "Very preoccupied. Sayaka... how do you feel about me?"

There was deliberate hesitation on Sayaka's part before she answered. "Well, you're a very good friend..."

"But is it more than that?" Kyousuke responded.

Sayaka didn't respond.

"I ask because... well, let me show you." Kyousuke held out his left hand, and with a sudden definitive motion, gave it a sharp clench.

Sayaka dropped the CD in shock. "How in the world- your hand Kyousuke, I thought it would never work again."

"Neither did I," the violinist responded. "Apparently, I should reconsider my disbelief of magic."

"Magic?" Sayaka responded.

"Apparently." Kyuosuke replied, "This girl came in a few minutes ago. Some sort of sorceress or something. She used a healing spell and then told me..." Kyousuke sighed, "That you were crushing on me so badly that you'd give up your soul to repair my hands." he stared straight at Sayaka "Is that true?"

Sayaka blushed furiously. "Well... you are cute, and I love your music and..."

"It's not the "crushing" part I'm concerned about." Kyousuke responded, "It's the 'selling your soul' part."

There was a momentary silence.

"Is that accurate, Sayaka?" Kyousuke asked, "Look at me. Would you really do something that foolhardy?"

Sayaka shrugged, "I've never been offered the opportunity, and now there's no need, right?" She grinned, "So why think about it?"

"Sayaka, you're even more headstrong than I am, and that's saying something." Kyousuke shook his head, "You often jump into situations headfirst with minimal consideration for the consequences. The last thing I want is for you to go to hell. And that's the last thing you should want too."

Sayaka grinned, "Why are you such a downer? Your hand just got healed, this should be a happy occasion!"

"Because I care about you, and I'm worried about you." Kyousuke responded, "If deals with the devil exist, the idea that you would take one appalls me."

Sayaka reached down and picked up the CD. "Come on, lets just listen to this. Maybe later you can try playing it yourself."

Kyousuke stared at Sayaka for a long moment and then sighed, "I suppose we can table this discussion for now. Just, don't do anything foolhardy, alright?"

Sayaka grinned and nodded.


	24. 23: Kyuubey's been jerking you around

Chapter 23. Kyuubey's been jerking you around

"These things remind me of pringles." Illyana states as she stabbed a puffball with a handlebar mustache.

Mami chuckled. "So, do you want to explain to me why you have been so forceful with Kyuubey? Every time you see him, daggers shoot out of your eyes."

Illyana looked around at Gertrud's labyrinth. "I will explain that very shortly. Very shortly. This way."

She bolted off a side passage.

"Illyana the witch is north of here, not east." Mami stated.

"This is more vital, just trust me." Illyana looked around "Damn, I can feel her from here."

"Feel who, the witch?" Mami asked

"No, not the witch. Someone important. Very important." Illyana let out a gout of flame at several more familiars.

"Why are you being so enigmatic?" Mami asked

Illyana paused. "Sorry, I guess Homura had more of an effect on me that I initially though. There's two girls trapped in the labyrinth. Madoka and Sayaka. I'll explain more when I get to them."

"I take it you've worked a lot with Akemi." Mami stated

"Don't know about 'a lot" Illyana responded, "But some, yes. I know you don't trust her, but she's a hero in her own right. Lord knows she's been through a lot."

"Kyuubey seems to think she's a threat." Mami stated.

Illyana chuckled, "I think once I explain whats really going on with that critter, you'll change your tune pretty quickly. Ah, here we go."

The two emerged into a large room with swarms of familiars inside. Within the mass were the two girls Illyana had met in the area before, with Kyuubey held in Sayaka's arms. The moment she looked at Madoka, however, she was nearly overwhelmed. The power levels within Madoka had increased, to approximately a thousand hercs. Mami raised her arms and a hundred muskets appeared in the air and rained bullets down on the familiars.

"I never get tired of seeing you do that." Illyana remarked as the labyrinth disintegrated.

Mami approached the two girls. "Well, it seems like you found my friend."

"He was calling in my head." Madoka stated.

"Yes! And they rescued me." Kyuubey thought to them, "Madoka Kaname, Sayaka Miki, I have something important to ask of you."

Illyana braced herself for what was to come next.

"I want you to contract with me and become Puella Magi." The creature finished.

"Contract?" Sayaka asked.

"I can grant you any wish you desire. In exchange you will become Puella Magi, and fight against witches. Dark creatures that hide in labyrinths such as the one we were just in and cause many suicides and murders."

"Well-" Madoka began, but Illyana interrupted.

"Before this gets any further, I need to talk with the three of you. Right now. In private." Illyana stated, a note of anger in her voice.

Kyuubey cocked his head at her.

"Illyana, what's the problem?" Mami asked.

Illyana sighed, "Just a moment Mami." She focused inward, and formed stepping disks under the four girls, only for them to wink out of existence.

"Damnit... Come on..." she mumbled and tried again. Same result.

Illyana sighed, "The dimensional networks must be tight in this area of the multiverse. One more try..."

She focused as hard as she could, and this time it worked. The four girls disappeared.

And reappeared into a massive desert spotted with occasion trees and stones.

"Dimensional what?" Sayaka asked.

"Is this Arizona?" Mami asked.

"No." Illyana replied and sighed, "Welcome to Limbo, my kingdom and home. This bits the Desert of Forsaken Hope."

"That's an scary name." Madoka remarked.

Illyana waved her hand dismissively, "Eh, most of Limbo has those names. Pillars of Screaming Souls, Wasteland of Crushed Dreams, Blood Ocean, Crimson Sky..."

"Is this hell?" Sayaka asked.

"Not exactly, it's a personally morphological side dimension that shifts its appearance based on the ruler's vision of the negatively aligned underworld." Illyana noticed the other three had blank looks on their faces and sighed. "Think of it as hell if it suits you. It isn't, but that's not important. I was taken her at age six, was raised in here for eight years, then kicked the previous lord out at age fourteen."

"You rule hell?" Mami asked

"It's not hell it's-" Illyana shook her head, "Look, Limbo isn't important right now. I just needed a place where I could take you so that we could talk without Kyuubey listening in. Or any other Incubator for that matter. Considering the system's global, there weren't many options. Unless you wanted to take a trip to the arctic."

"Incubator?" Mami asked, puzzled.

"What system?" Madoka asked.

Illyana sighed. "Kyuubey's been jerking you around, Mami. Him and his race, the Incubators."

"Kyuubey's a friend, Illyana-" Mami began, but Illyana shook her head.

"Not in the least." Illyana sighed, "What if I told you your soul was no longer in your body?"

"Wait, what?" Mami asked.

"That egg you use. It's your soul." Illyana sighed, "Kyuubey didn't tell you that, but I knew it immediately because I used the exact same enchantment on my sword."

Mami took her soul gem out and stared at it.

"So, wait, she's like a zombie?" Sayaka asked.

"Zombie?" Illyana repeated, "Hardly. She's a girl, a women, Puella Magi, friend, ally, confident... Zombie? Not in the least. Unless you count me as a zombie too, and I feel very much alive." Her soulsword appeared in her hands. "Considering I've probably got only a third of my soul left, I'm probably a lot more zombie-ish than any Puella Magi. At least their's is in one piece."

"Why didn't he tell me..." Mami whispered softly.

"Cause he's got no emotions." Illyana replied, "He's a sociopath, and like most sociopaths very good at disguising it. Kind of like this one robot I met. Unit. Perfectly polite and dignified and its hard to tell when you meet him he was responsible for the extinction of a dozen races."

Mami considered staring at her gem.

"Mami, are you okay?" Madoka asked. Mami nodded weakly

"Look, I know it's an upsetting thought." Illyana stated and sighed, "But there's another issue. One that's much more important."

"What...?" Mami asked, horror in her voice.

Illyana winced, not looking forward to revealing the second secret. "Before I tell you, I want you to know that I'm working on a solution. One that will fix the entire problem."

"It must be a pretty big issue if you're telling us you have a solution before telling us the problem." Sayaka pointed out.

"It is. Mami, where do you think witches come from?" Illyana asked, although she knew the answer.

"I think they're products of negative energy..." Mami replied. "But that's not right, is it?"

"No Mami..." Illyana sighed, "I'm really sorry to tell you this, but witches are Puella Magi."

Mami's face turned ashen.

"Wait, what?" Sayaka stated, "Now you're just making stuff up."

"Are you sure about that, Illyana?" Madoka asked.

"Quite sure." Illyana stated. "Think about it, where else could they come from? Creatures with the power to make bubble universes don't just manifest randomly."

"I don't know..." Madoka responded.

Illyana sighed and fished in her pocket for the _other _item she had brought back from the previous timeline. Pulling out a grief seed with a sharp musical note engraved on it, she held it up. "Sayaka, this is your grief seed. They're the remnants of a Puella Magi's soul gem after the transformation."

"Soul gem?" Madoka asked.

Illyana motioned to the object a shell-shocked Mami was holding, "That thing Mami has. Puella Magi get them, and once they fall into despair the gem shatters and becomes a seed. In the previous timeline, Sayaka, you contracted, overspent your power, emotionally broke and became a witch."

"Do you really expect me to buy that?" Sayaka snorted, "You could take that from any witch and concoct this wild tale..."

Illyana sighed and jabbed Sayaka in the arm with the pointed end of the seed. Sayaka screamed as her body distorted and warped. Then Illyana yanked the seed out, and Sayaka gasped for breath.

"What the HELL?" Sayaka snapped "Why the FUCK did you do that? I felt like my heart was being torn apart."

"I did it so you know exactly how important it is that you don't contract. It is imperative you believe me because we're dealing the the salvation or destruction of the human race here." Illyana shook her head.

"Why did it HURT so bad?" Sayaka asked.

"A soul gem is the person's soul intact. The grief seed is the remnants of the soul after certain parts are used up." Illyana replied, "When I stuck you with that, the seed tried to insert the remnants into your already existing soul, but it couldn't fit and caused a sort of spiritual feedback."

"Did you really have to do that?" Madoka asked. "You hurt her..."

"I'm afraid it was necessary." Illyana replied. "You're friend is a stubborn as a mule, and to convince her not to contract, drastic measures were necessary."

"Well, you MADE your point..." Sayaka responded, disgusted.

"Rasputin..." the previously silent Mami stated. "Does that mean I will become a witch?"

"Mami, I swear to you I will do everything in my power so that will not happen." Illyana responded, "As I said, I am working on a solution." She pointed to Madoka, "You."

"Her?" Mami asked.

"Me? Madoka asked.

"Seriously?" Sayaka asked.

"Yes." Illyana confirmed, "Madoka Kaname, you have so much mystical power built up in your body that you could save every Puella Magi on the planet if you made the right wish. I want to impress upon you exactly how great your burden is, because if you contract correctly, you could be the messiah. If you make the wrong wish, you'll turn into a witch of unfathomable power and doom the planet."

"I didn't think I was important..." Madoka mumbled.

"You are important. Right now, you're the most important person on the Earth." Illyana sighed, "And I know how scary that must seem. However, I need you to promise me something."

"What?" Madoka asked.

"I need you to promise me you won't contract until I can figure out what wish you need to take to become a goddess." Illyana stated.

Madoka stared at Illyana for a long moment. "I promise." she finally stated.

"Do you really think..." Mami began.

"Yes, Mami, she can. I swear to you." Illyana stated. "There's one more thing I need to mention though. Walpurgisnacht."

"Whats that?" Sayaka asked.

"An extremely powerful witch from the future that will be arriving in about a month." Illyana responded. "It will devastate the city if its not stopped. I need your help to defeat it, Mami. It's the one I mentioned to you before."

Mami nodded. "I just thought I could help people..." she mumbled.

"And you'll be able to." Illyana responded. "Soon as we figure out how Madoka can save the world. Anyway, I'll take us back to Earth."

She focused inward, and the four disappeared.


	25. 24: Are you going to kill me now?

Chapter 24: Are you going to kill me now?

**Later that night.**

Mami walked quickly through the park, her soul gem clenched tight in her palm. In one day, her world had been turned upside down. Everything she knew, everything she had believed, had been a cruel lie. At least, according to her new friend. But she needed to make sure...

"Akemi" she stated to the black haired girl standing by the fountain. Homura turned and stared at Mami.

"Mami Tomoe." Homura stated.

"Yes, that's me..." Mami took a deep breath and sighed. "Is what Rasputin said true?"

There was a brief silence.

"What did Illyana say?" Homura asked.

"That witches are Puella Magi. Is that true, Akemi? Has Kyuubey been lying to me all this time?" Mami asked, desperation in her voice.

Homura grasped her shield in her right hand tightly, then stared straight at Mami. "Yes. Is it true."

A tear trickled down Mami's face.

"Are you going to kill me now?" Homura asked flatly.

"Kill you?" Mami stated, her voice cracked. "Akemi, why would I want to kill you? Kyuubey is... I am... Madoka is..." tears formed in Mami's eyes and she began to sob, "You're as much a victim as I am..." she finally got out.

Akemi's grasp loosened slightly, but she still kept her hand on the shield. "Mami Tomoe..." she said softly.

"Why did this happen?" Mami cried, "I've killed hundred of witches... If they were really Puella Magi... I'm a mass murderer, aren't I?"

"There's nothing you could have done." Homura stated. "Once a girl turns into a witch, they cannot be turned back." Homura paused for a moment and then added, "You are actually be commended for being so diligent in your duties, considering the number of people they could have hurt had you not slain them."

"And that's supposed to make it alright?" Mami asked. "I killed them, without a second thought, because I thought they were evil... But they weren't, were they? They were... I was..." Mami's voice choked on a sob. "Why did Kyuubey _do_ this?" she got out.

Homura sighed, "Kyuubey is believing he is saving the universe through harvesting of emotional energy. He has no conception of the suffering he inflicts upon humanity as he does so."

Mami bawled heavily. "All I wanted... I just wanted to live. That's it."

"And you got that." Homura stated. Upon seeing her rival, associate, once-friend, breaking down like this, something stirred in her chest that had been laid dormant for the longest time. For a moment, she hesitated. Then, she took her hand off her shield and wrapped it around Mami. "It'll be alright." she said softly. "Don't worry."

"Am I going to turn into a witch?" Mami asked.

"Well, crying your heart out like this certainty won't help matters..." Homura responded, then fished in her pocket and pulled out a grief seed. "Here."

Mami hesitated for a moment, then took the seed. "Thank you..." she said softly, then held it up to her soul gem. As darkness vanished from it, she looked at Homura. "Why are you helping me? I thought you hated me..."

Homura blinked, "Mami, I have _never_ hated you. Ever. What made you think that?"

"You're standoffish nature, the fact you refused to work with me, the enigmatic attitude you have..." Mami replied

"Thats because I have no idea how to deal with people anymore." Homura replied, "I lost that ability a long time ago..."

"What do you mean?" Mami asked.

"I'm a time traveler." Homura replied, "A hundred and twenty years I have replayed months over and over again. And how do I deal with it? By building a wall within myself to keep feelings out. I don't feel anger, I don't feel hurt, I don't feel pain. I can't afford to feel any of that because if I slip, even a bit, the wall will break and I'll lose myself. Like I nearly did last time..."

"A hundred and twenty..." Mami whispered, "Seriously?"

Homura nodded.

Mami considered that for a moment. "And how often have I died?"

"More times than I can count," Homura responded, "This time might be different though." she then added.

"How come?" Mami asked

"Because of Illyana." Homura stated. "She's not like me or you. She's from a different world and abides by a different set of rules. She's got more firepower than any other Puella Magi I've ever met, she can teleport pretty much anywhere, and she can do things I considered impossible. All without contracting."

"What kind of impossible things?" Mami asked

"Talking you down from killing me, for one thing." Homura responded, "Last timeline when you learned about witches, you tried to put a bullet through my head. Illyana convinced you not to do that."

"I tried to kill you?" Mami asked.

Homura shrugged, "I know its nothing personal. Anyway, Illyana did that, pulled off the difficult task of saving your life with ease, and made more progress than I ever did in trying to convince Madoka not to contract. AND she apparently cured the hands of that violinist guy Sayaka's been crushing on. That girl's making a huge difference for everyone. If anyone can break me out of this time loop, she can. Though the methods I'm rather concerned about..."

"What do you mean?" Mami asked.

Homura sighed, "Illyana seems to think Madoka should become some sort of deity via some sort of contract to save every magical girl ever. I don't want that."

"Kaname has always wanted to help people, Akemi." Mami pointed out, "I think if she wants to give herself up to save everyone else, she should have the right."

"I don't want that Mami. I want Madoka... I want her to have her own life. Free from Kyuubey or witches or Puella Magi." Homura stated. "She deserves that much."

"And if that means giving up salvation?" Mami asked, "Would it be worth it? For me? For you? For anyone else?"

Homura was silent for a moment, and as Mami looked at her, she came to a realization.

"You're in love with her, aren't you?" Mami asked softly, "You're in love with Kaname, despite the fact she's only known you for a week."

Homura opened her mouth, then closed it, then opened it again. "You're pretty perceptive, aren't you?" she finally stated, "Illyana didn't figure that out and she knew me five times as long as you. But yes, I am in love with Madoka." she sighed. "One hundred and twenty years, forgotten almost everyone else, and her face is what keeps me human."

"How do you deal with it?" Mami asked, "To try and fail over and over again to save the person you love. I could never do that. I'm not that strong."

"By fighting." Homura responded. "And by keeping in my mind the knowledge that if I fall there will be nobody left to save her. Or humanity. I lost my illusions I would succeed a long time ago, but now, with Illyana here giving me help, I feel like I might have a chance."

There was a very long pause.

"I'm sorry Akemi." Mami stated, "I misjudged you. I thought you were a jerk, not some ancient warrior trying to save her best friend."

"I misjudged you too, Mami." Homura replied, "I thought you would try to kill me when you found out."

"Do you think..." Mami fumbled for the words, "Do you think we might be able to be friends?"

Homura paused and regarded Mami. Out of everything she experienced, all the timelines she had gone through, the one that stuck out the most was the very first one. The one where she had been a shy, timid girl with a heart condition. The one where she had first befriended Madoka. The one where she had been defenseless in the face of the witch Izabel.

The one where Mami had been her guide to the world of Puella Magi.

"Yes Mami." Homura stated, "We can be friends. At least until I reset the timeline again, should that become necessary." She held out her hand and Mami grinned and shook it.

"Thank you." Mami said, "You don't know how much that means to me."

"I do, actually." Homura responded, "No parents, no friends at school, nobody you can count on? I know exactly what that's like, believe me."

"Fair enough." Mami stated.

"If I can make this timeline work," Homura stated, "You'll probably have plenty of friends at the end. Illyana, for one. Me, for another, Madoka and Sayaka, possibly. And Kyoko."

Mami was briefly taken aback at the last part. "Sakura?"

"Yes, I'm enlisting her help against Walspurgisnacht." Homura responded, "She should arrive in town fairly soon."

"But she hated me-" Mami began, but Homura shook her head.

"Kyoko doesn't hate you, Mami." Homura interrupted. "And she may not let on about it, but she regrets the way things turned out between you two as well."

"Really? She blew up at me really badly..." Mami stated.

"That's how Kyoko is." Homura responded, "Stubborn, emotional, reckless. Kind of like someone else we knew."

"I take it you're referring to Miki?" Mami asked.

"Indeed." Homura replied and scratched her chin, "I must admit I am really curious at to how the two will interact this time. I don't think I've ever seen Kyoko interact with a Sayaka who isn't a Puella Magi."

"I take it Miki contracts a lot?" Mami asked

"Every time." Homura stated, "To save Kyousuke. The violinist she loves. This time might be different, as Illyana has healing spells..."

"I see." Mami stated. "And does she turn into a witch?"

"Most every time." Homura confirmed. "Poor girl seemed doomed to die. But we'll see."

Mami nodded.

"I have to get going." Homura stated, "There's a yakuza weapons shipment I need to hijack. Keep me posted on how things turn out."

"Will do." Mami responded.

And at that, Homura vanished into thin air.


	26. 25: Maybe we could have been allies

Chapter 25. Maybe we could have been allies.

Mami sat in a park alone, her soul gem cradled in her hands. Gently, she fished in her pocket and pulled out a grief seed, then held them close.

"I'm sorry Gevenium, whoever you might have been." she whispered as the dirt was removed from her soul. "I wish I could have known you. Maybe we could have been allies." She then picked up a small shovel and dig a hole, then placed the seed inside and filled it back up again.

"Rest in peace." she said softly.

"I must say, its most unusual for you to mourn the witches you defeated-" a voice spoke in her thoughts.

"Kyuubey. Get the hell away from me." Mami snapped, "I told you I never wanted to see you again! EVER!"

The presence in her mind retreated, and a single tear fell from Mami's face.

Her melancholy was interrupted however by a pulsing in her gemstone.

"Another one? Dear lord Kyuubey, how many girls have you murdered..." Mami shook her head and began running at a fast clip down 34th and central.

She traced the source of the pulsing to an abandoned parking garage. She quickly formed a portal and entered it. As she did so she gazed at the runes inscribed on the walls and wished desperately she could read them, or that Illyana was there to translate like she had for the first witch they had fought.

"I don't know your name..." Mami mumbled, "How do I give you a burial if I don't know your name?"

After a few hallways, something odd struck Mami. There were no familiars in this labyrinth. Tall, gothic architecture towered over her from every direction yet there was not a single entity in sight. It was extremely unusual, as the only times labyrinths had been barren was when they were first formed, and Mami had taken at least an hour to get to, more than enough time for the minions to swarm. The deafening silence was creepy, in a way. Not at all what she had expected.

Mami eventually made her way to a tall stone door that was somewhat ajar. She squeezed through the opening and stopped dead in her tracks.

In the center of the room was a witch. Roughly six feet high, with the body of a spider and eight small cats heads attached to each leg's knee. It was colored a deep purple and was engaged in battle with a Puella Magi.

The Puella Magi was unlike any other Mami had ever known. Slightly taller than Mami, her hair was shoulder length and bright green. Her outfit consisted of a emerald miniskirt, a matching blouse, a black corset that was worn over the lower part of the blouse, black gloves and black boots. Around her neck was a necklace with a green soul gem imbedding in the middle and in her hands she clenched a long quarterstaff.

The girl was fighting the witch with astounding gusto. As Mami watched, she jumped several meters over the witch's body and slammed into it with her staff. As she did so, a tremor shook the area and small cracks appeared in the floor. The witch reared itself up and small bursts of flame blasted from the heads on its knees..

"Oh, really? Still standing?" the green haired girl asked playfully, "Well, I'll give you a what for you son of a bitch. Take that!" She flipped up in the air again and slammed her staff into the witch. The ground shook again and the witch made a strangled noise. It lept at the green hair girl, who whirled around and slammed her staff into it like a baseball. The witch screamed as tremors shook through its body, and then vanished into oblivion.

"And never come back!" The green hair girl stated, then turned around, looked straight at Mami. "Oh, hey there. I didn't expect-" she begin.

The labyrinth shimmered and dissolved. The new Puella Magi blinked as she reappeared in the parking garage. "I didn't expect that. No matter. Name's Ayaka Kondo." She held out her hand and grinned broadly.

Mami hesitated briefly, but then shook it. "Mami Tomoe." she stated. "It's good to meet you Kondo."

"Likewise." Kondo looked Mami up and down. "Can I just say that I love your hair? Those ringlets are damn cute."

Mami's blushed slightly. "Thank you." she said softly.

"And I love that outfit." Ayaka added, "Yellow is definitely your color. Green on me? Not so much. I wish I could have gotten orange instead, or maybe blue. And this black thing is damn tight." She tugged slightly on her corset and chuckled "Kyuubey could use some fashion lessons. Seriously. Did a great job on yours though."

"Uh, thanks." Mami stated.

"I must ask, are those real?" Ayaka continued.

"What, my outfit?" Mami asked.

"No, your boobs. I mean, seriously, those things are impressive as hell. Some of it must be the bustier, but I'd guess you're at least a 42D, possibly DD, am I right?" Ayaka lifted an eyebrow.

Mami's face turned beet red.

"I mean, seriously, you must have implants, right? Or breast forms? I mean, I'm a 36 C and bigger than anyone else in my class by far. Or did you make having a great chest your wish?"

"Kondo, please..." Mami stated, extremely embarrassed. "My chest isn't important right now."

"Well, maybe not, but it looks awesome." Ayaka laughed, "Lord, I wish my chest was that big. The guys would love it. And while I'm on the subject of fashion, I wish my hair was different too. I've tried dying this mop and it never looks right. I'm half considering shaving it and buying one of those cosplay wigs. Maybe something black and spiky, like that guy from Death Note. You think I could pull that off?"

"Uh, I don't know..." Mami's voice trailed off.

"Yeah, I might do that. Or I might see if anyone has the kind of curls you have. That's a great style, seriously. I've got to know, how do you get it done like that? Hairdresser?" Ayaka reached out and fingered one of Mami's ringlets.

Mami gently pushed Ayaka's hand away, "It grows like that."

"Wait, seriously? Lucky you! I mean, I tried giving myself a Mohawk once and it turned out to be a wreck. Wound up bald for a month and half the student body thought I had cancer." Ayaka shook her head. "I need someone good with hair to do mine. Hell, I need a freaking makeover. Maybe on one of those reality shows like "How Do I Look" or something. Though they probably get a ton of applicants. Pity I can't get a second wish, I need my fashion redone in a bad way."

"Kondo, when did you-" Mami began but Ayaka interrupted.

"Contract? Just a few hours ago actually, then decided to get right to the business of hunting witches. Got damn lucky being approached. I mean, I'm a fucking superhero! How cool is that?" Ayaka grinned broadly.

Mami nodded sadly.

"Hey, why are you so glum, cutie?" Ayaka put her hand on Mami's shoulder. "I'll share the seed, if thats what you're worried about." She looked around on the pavement and picked up a grief seed, then looked at it. "Yeah, I think there's enough in her for both of us." She lifted the soul gem on her necklace and removed the taint from it, then handed it to Mami.

Mami stared at the seed for a long moment then took it and placed it in her pocket.

"Do you know what the witches name was?" Mami asked.

"Witches have names?" Ayaka asked.

"Yes, they're listed in runes in the labyrinths... which I can't read." Mami responded.

"Oh, that stuff? Nah, I'm no cryptographic. Why do you want to know, anyway? They're demons, not people." Ayaka chuckled

Mami looked at Ayaka sadly. For a moment she considered telling her the truth, but she couldn't bring herself to do so. This poor girl had just entered this lifestyle, with no clue what she was getting in to. And she was _loving_ it. Much like when Mami first started, years ago. Tomoe couldn't bring herself to shatter anyone else's illusions like hers had been destroyed.

"No reason." Mami replied.

Ayaka shrugged, then looked Mami over, "Seriously, what's wrong? You're too cute to be sad like that. I mean, we're alive, we're helping people, and we got superpowers. Things are going great!"

"It's...personal." Mami lied.

"How so? Death in the family?" Ayaka asked.

"Something like that." Mami replied.

Ayaka's smile faded then nodded. "Yeah, I understand that. My mom had liver cancer, stage four, terminal, incurable, lethal. No way to cure that kind of thing. My dad abandoned me shortly after I was born, so I was prepared to become an orphan at age fifteen." Ayaka then grinned again "Got lucky though. Kyuubey came along. I never really believed in magic, but hey, turns out impossible things can happen! Who'da thunk it?"

Mami nodded, "So you saved your mother?"

"Yeah. Baffled the doctors as well as an added bonus. I love messing with people's expectations." Ayaka shrugged, "What'd you use your wish for?"

"I was going to die in a car wreck. Kyuubey offered me a chance to live." Mami replied.

"Was this a while ago?"

"Two years." Mami replied.

"So you're a veteran?" Ayaka asked, "Awesome. Got any tips? Or hell, you want to team up? I'm doing pretty well for being so new at this. Least, I think I am. Problem is, my mom gets suspicious when I'm out on the town for too long, and there's a lot of walking involved in finding these things. Do you have a car?"

Mami flinched at the question.

"I'll that as a no, then." Ayaka stated, "Fair enough." Ayaka then paused. "Do you go to Mitakihara middle school by any chance?"

"Yes, I'm in 34-C." Mami replied.

"Seriously? I'm in 24-D! Damn, if I had known you'd be just across campus, I wouldn't have cut classes nearly as often. But anyway, you want to make a team? Kyuubey mentioned witches can appear as damn nearly anything, and I'm worried I might underestimate one and get my head bitten off or something." Ayaka chuckled slightly.

Mami looked at Ayaka. Another victim of Kyuubey's machinations. Another girl who, given time, would either turn into a witch or get killed. The difference was, this girl hadn't fallen yet. Maybe, if Mami helped her, the girl could stay alive. Long enough for Illyana and Madoka to figure out what they had to do to save everyone.

"Yes. I suppose I can do that." Mami stated.


	27. 26: I need everyone we can

Chapter 26. I need everyone we can.

Mami and Ayaka stood outside the ground floor of a skyscraper.

"Is this where it leads to?" Ayaka asked.

"Looks like it." Mami replied.

"Great. If we wrap this up quick I can get home by the time Detective Conan comes on. Big fan of that series, let me tell you. Seen probably half of its run and four of the movies." Ayaka nodded and twirled her staff in the air, then pointed it at the building. "Shall we get started?"

Mami nodded and started walking toward the building, Ayaka followed.

"I'm glad you're here to help me out. My direction sense is terrible, even with my phone. I could have sworn my gem was pulsing south, not northeast." Ayaka chuckled, "Hey, you know something? I've got a cousin who's a programmer for this app company. Maybe he could help us set up some kind of program to help Puella Magi track witches via social media. Facebook for the contracted, if you will."

Mami sighed, "I don't think you're taking this seriously enough."

Ayaka gave Mami a playful push, "Come on Mami, don't be such a downer. Do you know how many people would love to have our life? Millions. It's okay to have fun while we work."

"Kondo, this isn't a game." Mami stated firmly, "Do you know how dangerous these creatures are? Every time we fight one, there's a significant chance we won't see the next sunrise."

"Firefighters risk their lives on a daily basis" Ayaka replied, "Yet they enjoy their work."

"That's different." Mami replied

"How?" Ayaka responded.

"It just is, trust me on this." Mami stated. As the two approached a maintenance door in the back of the building, Mami help up her gem and a portal shimmered into existence.

"There's a few things you should know when you enter these kinds of areas." Mami stated, "You need to keep your wits about you at all time, always make sure you're aware of your surroundings, and whatever you do, don't use so much power your soul gem turns black."

"Simple enough." Ayaka replied.

"It may sound simple, but its hard to put into practice." Mami stated. "Be careful."

The two of them entered into a massive maze filled with ice. It was bitterly cold and Ayaka shivered heavily as walked down the hall.

"Dammit" Ayaka stated. "An ice maze, and me in a sixteen inch skirt and no socks. What I wouldn't give for some legwarmers right now."

"Environmental conditions are fairly common in labyrinths." Mami stated, "I have encountered fire and ice on numerous occasions, as well as deserts, mountains, forests and lakes, and in once case I wound up fighting a witch whose dominant theme was acid. At another point, I also found a witch who was fond of highly basic solutions, as her labyrinth had numerous pools of sodium hydroxide in its halls. Barely made it out of that one in one piece."

As the two made walked through the ice maze, small snowflake like familiars appeared, but were quickly dispersed through musket blasts and staff quakes. After several waves of such beings, the two made their way to a large white door. Opening it, they found a mammoth polar bear with two heads and three legs in a massive circular room.

Mami and Ayaka charged the creature, but it noticed them immediately, and slammed into Ayaka with one of its paws. She was sent flying back across the room and hit the wall with startling force. There was a sickening crack as her shoulder shifted at a nasty angel.

"Kondo!" Mami cried.

"I'm fine!" Ayaka called back. Mami noticed that Ayaka's shoulder was quickly shifting back to its correct position. "I've got a healing factor, you don't need to worry about-"

Her words were cut off as a blast of ice shards emitted from the witch's mouth and stuck Ayaka at numerous point all over her body. She slowly got up.

"Ow..." She mumbled.

Mami turned and a horde of muskets appeared from nowhere and blasted the witch. It roared and lunged towards Mami.

As Ayaka staggered to her feet, she noticed Mami leap back and pull out several more guns. Firing them at the witch, it inflicted a a fair bit of damage.

Ayaka picked up her staff and ran back up to the witch, only for a massive explosion to rock its body.

Ayaka and Mami glanced at each other and Mami shrugged. "Wasn't me." she stated.

The labyrinth dissolved, as the two of them reemerged into the maintenance tunnel, Mami heard footsteps behind her. Homura was there, holding a very large bazooka in her right hand.

"Akemi." Mami stated, a bit surprised.

"Hello, Mami." Homura stated and looked over the other Puella Magi. "Who are you?" she asked.

"Ayaka Kondo." The green haired girl replied.

Homura blinked. "You're new." she remarked, surprise in her voice.

"Well, yeah. I only made my contract yesterday." Ayaka replied.

"Not... exactly what I meant." Homura replied. She glanced at Mami with an inquisitive look, Mami shrugged.

"You two friends?" Ayaka asked.

"Of a sort. My name is Homura Akemi." Homura scratched her chin.

"Good to meet you then." Ayaka stuck out her hand. Homura hesitated, but shook it. "How long have you known each other?" Ayaka asked.

"That's complicated." Mami asked.

"Lets just say a long time." Homura added.

"So you two must be pretty close then." Ayaka stated.

"Not really." Mami replied, "We've actually been at odds for the most part. We've only recently mended our fences."

"Oh, thats good then." Ayaka stated. "Making up with people is always a good thing. I knew this guy in one of my classes who hated me for reasons I never figured out. I tried being friends, but he rejected me so hard my head spun. Fucking moron, he was. What exactly are you doing here?"

"Thought you could use the help." Homura replied.

"We had it under control." Mami pointed out.

"Perhaps, but I didn't want to risk it. I need everyone we can for Walpurgisnacht." Homura stated.

"The bonfire festival?" Ayaka asked.

"No, Walpurgisnacht is a extremely powerful witch coming at the end of the month." Mami stated. "It could devastate the city."

"Ah, how powerful are we talking about?" Ayaka asked.

"We'll probably need four, preferably five, Puella Magi to defeat it." Homura stated.

"And how many do we have?" Ayaka asked.

Mami sighed, "You, me, her, my old companion Sakura and my new companion Illyana. Most likely, anyway."

"Well, no problem then." Ayaka grinned, "Good thing I'm here!"

"I suppose so." Homura stated, and shrugged.

"Geeze, what is wrong with you people?" Ayaka stated. "Is it too much to ask for a little cheeriness now and then? We're superheroes!"

Homura sighed and shook her head. "I'll be on my way." she stated and vanished.

Ayaka shrugged, "Why does that girl fight with a bazooka anyway?" She asked

"Akemi has no offensive powers of her own." Mami stated, "She slays her enemies with weapons she steals."

Ayaka raised an eyebrow. "Really? Interesting. I may be able to help with that..."

**Elsewhere:**

Illyana glanced at the clock, then at her watch, then at the clock again. "Come on Mami, where are you?" she mumbled.

Something important was supposed to happen today. Exactly what, Illyana couldn't remember, but it was extremely important. There were too many details. Too much could happen in a month and a half and Illyana was having trouble keeping everything straight. It had to do with a witch, Illyana remembered that much. Of course, everything in this messed up planet had to do with a witch, whether it be Charlotte, or Walpurgisnacht, or Gevenium, or H. N. Elly...

H. N. Elly. That was what happened tonight. Last time, Madoka had been caught up in a mass suicide attempt the box witch had instigated, then been rescued by Sayaka. In this timeline, Sayaka hadn't contracted. Of course, Homura had shown up moments after Sayaka's rescue, and somewhere out there Mami and Charlotte-sorry, Ayaka- were hunting too. She would probably be all right...

The moment Illyana thought that, a searing pain split across her skull. She had only felt that kind of agony a very few times in the past, and it had always been under one very specific circumstance.

Someone of immense power had died.

"Madoka..." Illyana mumbled. She focused for a moment. "Reperio mihi madoka kaname iam" she stated, and a disk formed under her feet. In a flash, she was transported to a warehouse. A dozen or so men and women were lying around on the floor, but Illyana ignored them and dashed to a nearby door handle.

She turned the handle and emerged into a brilliant blue room. Seeing H. N. elley in the distance, Illyana whispered a curse and let out the most powerful ball of fire she could summon. It enveloped the television and the labyrinth fizzled out of existence. As reality righted itself, Illyana looked on the floor.

There, on the ground, her head twisted at an unnatural angle, was the limp, lifeless body of what could have been the most powerful Puella Magi to have ever existed.

Madoka Kaname was dead. There was no way to save the world.


	28. 27:You win, Kyuubey

Since I can't just leave you all hanging, heres the next chapter early.

Chapter 27: You win, Kyuubey.

Too many details. That's what it had been. Illyana's first time around, there had been over a dozen witch fights, Mami's close call, Homura's mystery, Madoka's angst, Sayaka's stubbornness, Kyoko's egoism... It had been too much to keep track of everything.

Not that that did Madoka any good. Or the rest of the world for that matter. Illyana reached down and touched the corpse of the pink haired girl she had once called a friend. It was still warm, likely had only happened a few moments ago.

"Now what do I do..." Illyana whispered. "Homura nearly broke last time... I can't save everyone myself..." Tears began to form in her eyes. "I'm sorry..."

"Tell me," a voice spoke in her thoughts, "How much do you believe in Madoka?"

"Kyuubey..." Illyana whispered angrily as the creature walked up. "You did this..."

Kyuubey cocked his head, and Illyana knew he was doing so smugly. Or as least as smugly as a sociopathic alien can.

"Well?" Kyuubey asked.

Illyana looked at Madoka's body, then at Kyuubey, then back at Madoka. "I believe..." she began, then hesitated, "I believe she could have been the messiah."

"If there is a wish you want, bad enough so that-" Kyuubey began.

"Save it. I've heard the devil talk and he's far more suave than you." Illyana gritted her teeth. "If you're offering what I think you're offering, I'm surprised, considering what I had planned for her."

"Madoka's power is great enough that if she contracts, the destruction of the universe could be pushed back by at least a billion years. Far more than all the other girls on this planet combined could produce before then." Kyuubey stated.

Illyana nodded.

"It's the logical solution." Kyuubey stated. "You claim to be a superhero, do you not? Contract with me. Save her, save everyone else, entropy is dealt a major setback. Whats your soul in comparison?"

Illyana considered her options. Homura could turn back time as much as she desired, but if she lost herself again, the world would end. Illyana's temporal powers weren't developed enough to fixate on a location without an anchor of some sort. If Illyana just left Madoka like this, the world at large would be safe, but Puella Magi would be doomed for likely all of eternity. Homura would become a witch, Sayaka likely would too, and god knows what would happen to poor Mami... Kyoko would probably be fine though. Kind of sad, the only person who would be alright, would be the one who didn't care about everyone else. It's not how the world was supposed to work. Good people were supposed to prosper, bad people were supposed to get the shaft. Like Illyana's homeworld. The heroes became well reputed (usually. Lord knows the X-men had a hell of a PR issue), the villains went to jail (again, usually, People like Doctor Doom and the Kingpin were connected enough to avoid that).

Illyana could have gone home a while ago, actually. When she had stopped in limbo, she noticed certain areas in the spatio-temporal were weak enough to breach and reach where she came. But she couldn't abandon her friends like that. She couldn't leave an entire planet to suffer under the abuses of the Incubators. Thats not what an X-man would do. Most of all, she couldn't leave Mami...

"If you want her energy that much, Kyuubey," Illyana began, "Why can't you resurrect her without my contracting?"

"The energy required to perform these miracles can only be released during the extraction of the soul. It will not work otherwise." Kyuubey responded.

So it was down to Illyana then. And whether she would risk her very essence for the sake of billions of people.

It was an actually an easy decision, especially since she only had about a third of her soul left. The rest had gone to her sword and those damnable bloodstones. She wasn't likely to get into heaven. Especially after her fall from grace...

"You win, Kyuubey." Illyana stated. "Go ahead, make me a Puella Magi."

"And what will your wish be?" Kyuubey asked

Illyana gritted her teeth, her voice as cold as ice. "Grant me the power to raise the dead."

A sharp pain split across Illyana's chest, and she let out a howl of pain as the remnants of her soul were torn from her body and condensed into a brilliant orange gemstone.

"Contract established" Kyuubey thought, "Your wish has surpassed entropy."

Illyana grasped the gemstone tightly and focused. A torrent of orange energy burst from her hands and struck Madoka's body with a brilliant burst of light. As the power poured from Illyana's hands she witnessed Madoka's neck realign into the proper position. The pink haired girl gasped for breath, and Illyana sighed in relief.

"Illyana?" Madoka asked.

"Yeah, I contracted." Illyana stated, "Can't have you die before you save humanity, can we?"

"Uh... I suppose not..." Madoka replied, "But why are you wearing that?"

Illyana blinked and looked down at herself, not having realized that her clothes had changed without her knowing it. And what she was wearing was utterly absurd. Her t-shirt and pants had been changed into an super-over the top, frilly, poofy, bright orange dress. A white petticoat was peeking out from beneath it Her shoes were now similarly colored go-go boots and two small star earrings were inserted into her ears.

"You have got to be kidding me..." Illyana muttered. "Kyuubey, what the hell were you thinking? The outfit looks awful. It's like something a pervert with a fetish for ruffles would wear, only orange."

"I have no control over what form the Puella Magi outfit takes." Kyuube responded "It is determined by the contractee's subconscious."

Illyana groaned, then focused for a moment and the outfit disappeared to be replaced by her street clothes. "I am not spending any more time looking like that than I absolutely have to." she then looked at Madoka, "But at least you're safe. Let's go home."


	29. 28:I knew this was coming

Chapter 28 I knew this was coming the moment fashion was brought up

It was nearly ten at night by the time Illyana reached Mami's apartment. She could have teleported, yes, but she wanted to take a walk first. Exercise always helped after a long day.

Give a tired sigh she pulled out the key her friend had given her and unlocked it, then rubbed her eyes wearily. Letting out the a groan as she pushed it open, she began mumbling. "Hey Mami, I hope your doing well, you wouldn't believe the day I've..."

She stopped midsentence to notice Mami talking with Homura at a tea table in her living room

"Anomalies, you say?" Mami was asking.

"On occasion, yes. Every so a timeline winds up doing something unexpected. A prominent example was the three hundred and seventy fifth timeline, where I encountered a pair of Puella Magi called Oriko and Kirika." Homura picked up a teacup from a saucer and took a slight sip out of it.

"What happened to them?" Mami asked

"They died. Never encountered them in a timeline since." Homura stated flatly.

"Oh." Mami said, "Have there been others?"

Homura glanced up at Illyana, who was just inside the doorway, "Her, for one."

"Um, hey. I didn't expect you here." Illyana stated.

"Oh, come in, Rasputin." Mami stated, "Akemi and I were having a planning session for Walspurgisnacht, but it kind of got off track once Kondo left."

"Kondo?" Illyana asked, suppressing a faint grin.

"Yes, a new Puella Magi. Very inexperienced, very eager. No idea whats she's really into, poor thing." Mami sighed.

"Also a snazzy dresser." a voice from the other room stated and Sayaka walked out, grinning. She then frowned and cocked her head at Illyana. "You wouldn't happen to know where Madoka went off too, would you? She said she'd meet me here once she got the assignment from Hitomi, but she hasn't shown."

"She went home." Illyana stated. "She had a very... long day."

Sayaka shrugged. "Eh, whatever. You got any more of those cupcakes, Mami-san? Those things were damn good."

"I'm sorry Miki, Those were the last ones I have." Mami said

Sayaka shrugged.

"So, are you two like..." Illyana motioned to Homura and Mami.

"Friends." Mami stated.

"Of a sort." Homura added.

"We're working on it." Mami continued.

"Well, thats good." Illyana stated. "Glad you two have made up your differences. Don't know if she told you, but in the last timeline-"

"I tried to kill her." Mami finished.

"I was going to say were extremely hostile to one another, but I guess that too." Illyana sighed and rubbed her eyes again. "Damn, what a day."

"Do you want to talk about it?" Mami asked.

Illyana glanced down at the engraved ring on her right hand. Sayaka noticed.

"Illyana, did you contract?" the blue haired girl asked.

"Pardon?" Illyana asked, rather taken aback.

"You got one of those soul-gem-ring-things like Homura and Mami-san do." Sayaka pointed to Illyana's finger, which she instinctively covered. "I'm pretty sure you didn't have one before."

Illyana's face flushed

"That's very observant Miki..." Mami cocked her head at Illyana, "Did you really...?"

"I was hoping to avoid this..." Illyana sighed, "But yes. It was for a very good reason though."

"What could possible be so important that you would contract, knowing-" Homura begin, but Illyana cut her off.

"Same reason you did. Madoka died." Illyana stated bluntly.

There was a stunned silence as the three girls looked at Illyana.

"Madoka's dead?" Sayaka stated, her voice barely above a whisper. Illyana noticed Homura's hand moving to her shield.

"Not anymore." Illyana replied. "I threw my soul away for the power to resurrect her."

"I could have just reset the timeline..." Homura stated softly.

"After last time?" Illyana asked, "I didn't want to risk it. Sides, we'd loose all we've accomplished if you did that. Kyousuke's hands, you and Mami being friends, this Kondo girl... We're getting this right this time, Homura. Trust me."

"You believe in Madoka that much?" Mami asked.

"I believe in the five of us that much." Illyana responded, "Six, including Kondo." Illyana noted that she kept having to remember Mami hadn't told her Ayaka's first name yet, not wanting to let on quite yet she was the one who got her to contract. Or contract correctly, as the case may be.

"I wish I had your optimism." Homura stated. She then glanced at Mami, "What was that thing you said Ayaka picked up from her house?"

"Oh right." Mami said, "I forgot about that." She picked up her bag and pulled out a large manilla folder stuffed with papers. Flipping through them, she sighed. "She stole this from her father's study. Apparently he's some sort of contractor with the United States government and is working on whatever this is at his workplace. I can't make heads or tails of it, but it looks like some sort of gun."

Homura took the papers and looked over them. Then, for the first time Illyana had seen in her time knowing the girl, she smiled.

"Oooh, this is nice. Illyana, look at this and tell me if you think its what I think it is." Homura let out a small chuckle.

Illyana walked over and picked up a long blue piece of paper. "Electromagnetic propulsion, heavy current flow, massive projectile... This looks like a railgun."

"I thought as much." Homura stated, grinning.

"A what?" Mami asked.

"Railgun." Illyana stated, "Or mass driver if you prefer. It uses magnetic "coils" to accelerate projectiles to ridiculous velocities. Small ones can be purchased of specialty shops as a toy, but this looks like a military grade one."

"How powerful does that make it?" Sayaka asked.

Illyana looked over the figures and did some quick calculations. "I think this thing could knock down a skyscraper. Easily."

"I'll pick it up shortly." Homura stated.

"You're breaking into a military compound?" Sayaka asked.

"I do it all the time." Homura replied.

"Seriously?" Mami asked.

"Of course!" Homura shrugged, "Look, Illyana, you saw me use what, a hundred bazookas in the last fight. Where'd you think I get them?"

"The yakuza, I thought." Illyana stated.

"The yakuza don't have that many RPG's on this entire island. Nah, I broke into bases. The marine corps station in Iwakuni is pretty close, in particular. Surprised I hadn't heard of this "Camp Zero" or whatever Ayaka called it. I know pretty much every other place around here."

"Must be classified." Illyana stated.

"Probably." Homura stated. "You know, I did the calculations once on how much the ordinance I spent on a Walpurgisnacht fight would cost if I bought it."

"I'm afraid to ask." Mami groaned.

"Over a billion yen." Homura stated.

"And you just take it?" Sayaka asked "Isn't stealing wrong?"

"A minor detail, considering what I'm trying to accomplish." Homura stated.

"You mean, what we're trying to accomplish." Illyana pointed out.

Homura blinked. "Yes, I suppose so."

"But you just take this stuff?" Sayaka said, incredulous, "You don't think of the consequences?"

"Sayaka Miki, we're dealing with the salvation or destruction of the human race here." Homura replied, a slight note of exasperation seeping into her voice. "Sometimes the ends justify the means."

Sayaka opened her mouth, then shut it.

"I'm glad to hear you say that." Illyana stated.

"Really?" Mami asked, "How come?"

Illyana took a deep breath, "Because-" she begin

And then was interrupted by a sharp knocking on the door.

"Who can it be at this hour?" Sayaka stated, walking over to the door.

"That's probably-" Homura begin, but the door was already opened. Standing in the frame was a tall redhead with a green hoodie and blue short shorts. In her left hand she was clenching an open box of pocky, one stick of which was between her teeth.

"This where the party's at?" Kyoko joked. "Long time no see, Mami. Hi you all, name's Kyoko."

"Sakura..." Mami stated softy

"Yep. Big, beautiful me. Or at least beautiful. Not sure about big." Kyoko chomped on her pocky stick.

"I am pleased you were able to arrive so quickly." Homura stated.

"Eh, Kasamino's boring as fuck. I spent pretty much my entire day fooling around in the apartment or busting open ATMs."

"Busting open..." Sayaka begin. "Are you kidding me?"

Kyoko shrugged. "I've got the power, and they're ripe for the taking, why not?"

Sayaka looked around at the others, her mouth open. "Seriously, am I the only person here with a moral compass?"

A guilty look spread across Illyana's face at the same time a sad one appeared on Mami's.

"Come on, Illyana, Mami-san, tell me you two aren't like this?" Sayaka.

"Sayaka, bear in mind I was trained by demons." Illyana pointed out.

Sayaka looked at Mami. "And you...?"

"Miki..." Mami said softly. "I know you have a very black and white view of the world. I know you have a strong sense of justice and fairness... But the world... It doesn't always work that way."

"But it should." Sayaka pointed out.

"But it doesn't." Mami replied, "Its a hard fact of life people have to make compromises. Often very unfortunate ones. I felt like you did for a very long time, but... Things change. Perspectives we once thought were valid turn out not to be. People we thought were our enemy..." she glanced at Homura, "Turn out to be the good guy. This isn't a shoujo manga. 'right' and 'wrong' aren't always constant."

Sayaka blinked.

"Damn, you've changed!" Kyoko stated, motioning towards Mami. "Last time I met you, I thought you were trying to imitate the Sailor Scouts or something. You had me name my attack, for goodness sake."

"What was yours called?" Illyana asked.

Kyoko blushed. "Eh, I used to be able to summon copies of myself. Mami told me I should shout "Rosso fantasma" when I used it, which means red illusion or something. Seriously though Mami, what changed?"

Mami took a sip of tea "I grew up." she said matter-of-factly.

The others exchanged glances.

"Works for me." Kyoko stated. "So, I know her, and I know Homura over there from when we met back in my hometown, who are you two?"

"Illyana Rasputin" the blonde stated.

"Sayaka. Sayaka Miki." The blue-haired girl replied.

"Nice." Kyoko grinned. "I take it you haven't contracted yet?" she pointed to Sayaka. "I don't see any ring on your hand, so to speak."

"Uh, no..." Sayaka stated.

"Fair enough." Kyoko stated, "If you do decide to do so, make sure its worth it. For yourself, not anyone else. Christ knows I wasted mine."

"What did you...?" Sayaka stated, her voice weary.

"Eh, I made a wish I thought would make my family happy. Got them killed instead." Kyoko shrugged. "What typically happens to altruistics. So, is that hair natural?"

Sayaka brushed her hand in her bangs. "Yes, why?"

"Eh I just think it looks nice." Kyoko chuckled. "Its better than mine, this do's so long it gets in my mouth."

"Agreed." Homura stated. "So annoying. And I hate the fact mine's straight as well. I'd like it to be curly. And not just in two places like Mami's, big long curls all over my scalp. Also, I think I'd look better as a blonde."

"I hate being blonde." Illyana stated. "Do you know how many times I become the butt of a joke being blonde? I'd rather be brown. Or maybe your blue." she motioned to Sayaka.

Sayaka shook her head. "Blue hair is a pain in the ass. It clashes horribly with red, which is one of my favorite colors. I'd rather have Madoka's hair. Or yours." she motioned to Kyoko. "And I'd like it long. This short, people mistake me for a boy. Especially since my boobs are barely developed. Hell, I'd like boobs too, to go with my hair. Not as big as yours." she motioned to Mami, "But substantial." she grinned a little, "Maybe I'll make that my wish."

"Don't even joke about that" Illyana said, snickering despite herself. "I think we can all say we hate our hair."

"I _like _my hair." Mami pointed out.

"Well, those ringlets are really cute." Illyana admitted. "How'd you get it like that? Gel?"

"It's natural." Mami replied.

"Seriously? Damn. You really lucked out in the fashion department." Illyana stated, "Cute hair, breasts the boys would go crazy over, and a great outfit."

"My uniform?" Mami motioned at the school skirt and blouse she was wearing.

"I think she means your Puella Magi one." Kyoko stated. "And I agree. Yellow, black and white is a great combination on you. Why don't you show it off?"

Mami blushed. Then she stood up and transformed, then sat down again. "

"I'd be lying if I said I didn't miss seeing that." Kyoko chuckled. "Here, take a look at mine." There was a flash of light and her street clothes vanished to be replaced by her red dress and boots. "It's pretty nice, but these shoes are kind of a pain to walk in. They don't bend quite enough."

"You think your shoes are bad?" Homura stood up. "Take a look at these monsters." She transformed and motioned down to her knee. "Seriously. Black leather thigh high boots. They barely bend at all, it took me years to learn how to get up and down stairs in them, and even longer to run, and you wouldn't believe how hot these damn things get. I sweat buckets. Going to be miserable if I ever get to summer."

"What kind of outfit would I get?" Sayaka asked.

"In past timelines, it has considered of a blue and white sleeveless dress, blue boots, a white cloak, and gloves." Homura remarked

"Sounds sexy." Kyoko stated.

Sayaka chuckled, "Yeah I kinda agree with her on that."

Illyana begin to speak, but Mami interrupted. "How about yours, Rasputin?"

Illyana blushed furiously, "God, I knew this was coming the moment fashion was brought up."

"I'd like to see it." Mami stated.

"Ooooh, god no..." Illyana put up her hands, "Don't make me."

"What, ashamed of being a Pulla Magi?" Kyoko asked.

"No, my outfit is just hideous." Illyana responded. "Its awful, let me tell you."

"Now you've got me curious." Kyoko stated.

"Yeah, me too." Sayaka.

"Oh god." Illyana stated.

"It can't be that bad." Mami stated.

"Trust me, it is." Illyana stated, "Its like, fetishwear almost. And tacky as all get out."

"Come on, show us." Sayaka urged.

"You'll be transforming against Walspurgisnacht anyway" Homura pointed out, "So you might as well get it over with."

"If I can wait another two weeks before showing anyone this, I will." Illyana stated. "Seriously, if the world wasn't in danger, I wouldn't even do it then."

"Well, I'd still like to see it." Homura stated.

"I'd be a laughingstock." Illyana stated.

"Rasputin, look at me." Mami stated. Illyana looked her friend straight in the face. "Nobody will laugh, nobody will make fun of you. If they do, they have a problem with me." She look at the other three, "Got it?"

Three nods of assent came in return.

"Now will you please show us." Mami asked. "Please."

Illyana took a deep breath, then stood up. Her ring formed into her soul gem and she sighed. "Worst part is that Kyuubey said my subconscious choice this nightmarish thing."

In a flash of light, her clothes disappeared to be replaced by the orange dress and go go boots, the gem forming into a necklace around her neck.

There was a brief silence.

"Well, I didn't expect that." Sayaka said. "Very feminine, I must say. When you said fetishware I thought you meant like a french maids outfit or black latex or something"

"I hate it." Illyana said.

"It doesn't look that bad." Homura stated. "I mean, its over the top, sure, but so is Kyoko's and Sayaka's and Madokas' and Ayaka's. Even Mami's. I'm the only one whose really low key."

"This thing is ridiculous." Illyana stated.

"You haven't seen the one Madoka got, did you?" Homura asked. "When she contracted, she wound up in this pink frilly lolita-like thing with a skirt that stuck out like a ballerina tutu from the giant petticoat beneath it. And there were at least seven giant red bows on her. One on her neck, two in her hair and four spaced evenly around the dress. Very out there, let me tell you."

"I think it's cute, honestly." Mami stated. "Now, I like really feminine things, so that may just be my opinion, but I think its a really good look. And at least you're not wearing a corset."

"I thought that thing was a bustier, not a corset." Illyana asked.

"Not mine, Kondo's." Mami stated, "She's got this green blouse and skirt, which isn't too bad, but over the blouse is a large black corset that is extremely tight on her. She complains about it a lot, let me tell you."

"Take it from me, Illyana, you look great." Kyoko said. "The orange looks good on you, seriously."

"Its just... these ruffles..." Illyana tugged at some of the lace and sighed.

"Whats wrong with ruffles?" Sayaka asked. "I love ruffles."

"I don't." Illyana stated. "I like short, tomboyish things. Not..."

"Have you even given it a chance?" Homura asked.

"Eh." Illyana replied.

"Look, go on a few witch hunts in that. Maybe it'll grow on you." Homura shrugged. "Mine sure did on me. Mostly. I mean, I hated my outfit at first. I wanted something bright and flashy, not gray and subdued. Over time, I came to appreciate it. Boots aside."

"You want me to fight witches in this? Seriously?" Illyana asked.

"Its a good idea." Mami stated. "Those shoes look like they'd be tricky to navigate in, and if we're going up against Walpurgisnacht we need to make sure everyone is at their best."

Illyana groaned. "Admittedly a fair point."

"It's settled then." Mami stated, "I'll take you to fight the next one that pops up, and we can judge your outfit and any new powers you might have."


	30. 29: I still think this is a bad idea

Chapter 29: I still think this is a bad idea.

"I still think this is a bad idea." Illyana stated bluntly.

"How so?" Mami asked, "As long as you can fight in the outfit..."

"It's not that." Illyana sighed and held up her gem, "Look, its this."

"The soul gem?" Mami asked, "Everyone has it, as long it doesn't get too far away from your body..."

"My soul, actually." Illyana shook her head, "You all have complete souls. You have your soul, Homura has her soul, Ayaka has her soul. They were all intact when Kyuubey took it out of your body. Mine wasn't."

"You mentioned that before, didn't you?" Mami asked.

Illyana nodded and look around at the abandoned supermarket they were in. "Yeah. I tore a fourth of mine out to put in my sword. And over half what was left was used up making "end of the world" mcguffins known as bloodstones."

"Bloodstones?" Mami responded

"Its a very long story. I'll explain it over tea sometime. Anyway, I only had a third of mine left when Kyuubey extracted it." Illyana turned the gem over and over in her hand.

"Is that a problem?" Mami asked.

"Yes, it is." Illyana sighed. "The way this magic works is that is uses up energy from your soul to power your spells and attacks and stuff. I didn't have nearly as much soul left as you guys, which mean I'd use power up a much greater rate."

"Oh..." Mami replied.

"So yeah. Out of everyone, I'm the most likely to turn into a witch." Illyan shook her head.

"If thats the case, we can go home..." Mami replied.

"No. I need to figure out exactly what I have so that we don't get ugly surprises during walspurignacht." Illyana shrugged, "One hunt won't kill me, I'm pretty sure. Besides, Kyoko's apparently stockpiled grief seeds like she was afraid there'd be a shortage or something."

Mami nodded, "Ready then?"

Illyana nodded and held up her soul gem. A portal flashed into existence. Illyana's sword appeared in her hand and she entered the portal. Mami followed. As Illyana ran down the hallways of the labyrinth in her X-men garb, she sliced her blade into a number of familiars shaped like giant moths with bright pink wings.

"The bright side is that I don't use my soul when I'm in this form, so I can still take on familiars." Illyana sighed, "And some witches. Walspurignacht however..."

"How did that fight turn out last time?" Mami asked

"Bad. I was the only one left standing. Then Madoka contracted to save Homura." Illyana shook her head. "Which means that poor girl had to do yet _another_ repetition of this asinine song and dance." Illyana paused and turned to Mami, "I don't know if you can understand how much stress I'm under right now. Everyone on this planet is, knowingly or otherwise, depending on me to get Madoka to make the correct wish. And I have no fucking clue what she should make."

Mami nodded sympathetically.

"The problem with any kind of wish is that they can be twisted." Illyana stated, "And the more wide ranging the wish, the more likely it is it will turn out wrong. And I'm trying to make a wish with universal repercussions, so I have to get it _exactly _right. Otherwise we might wind up with a situation even more screwed up than the current one. Like... I don't know. A world where the public at large is fully aware of the puella magi/witch system, they're infinitely more powerful and Homura has lost her temporal abilities." Illyana scratched her head, "I was never good at this stuff anyway. I've always been better at science or math. Christ I wish Doug was here."

"Doug?" Mami asked.

"Doug Ramsey. Cypher." Illyana shook her head. "Nice guy, helpful as all get out, power was linguistical gifts. Could speak any language and was one hell of a hacker. Would also mean he could become the most powerful wizard on earth. I considered making him my apprentice for a while, but..."

"What happened?" Mami asked

"He died." Illyan sighed, "He had no defensive powers and got shot in the chest. Such a waste. Point is, he could really come in handy here. Or even if I had paid more attention to when he was trying to teach me the finer points of this shit. But too late now." She looked down the hallway. "We should be getting near the witch. I'll transform when we get there."

"Do you know what this ones name is?" Mami asked.

"Does it matter?" Illyana asked.

"It does to me..." Mami replied.

"Why?" Illyana inquried

Mami looked down at her feet sadly, "I've been burying my grief seeds after using them." She admitted.

Illyana blinked, "Come again?"

"Ever witch was once a Puella Magi." Mami said softly, "They had their own story. What they were as a child, what they went through in puberty, how they contracted, how they fought, how they fell from grace. And then Puella Magi come along and kill them without a second thought to who they were or what they wished for. And they wind up forgotten. Without a mark on the world." Mami looked at Illyana forlongingly "I don't know about you, but I don't want to be forgotten. Nothing scares me more than dying alone without any friends and nobody noticing the fact that I am gone."

"I'd notice." Illyana replied, "Madoka would notice. Sayaka Homura and Kyoko would notice... Even Ayaka would notice, from what you say."

"I know." Mami stated, "I'm lucky enough to have friends now. For the longest time, I had nobody. No family, no friends, nobody. So I know I won't be forgotten. But these witches..." Mami shook her head, "They may not be as fortunate. Some may be. Homura told me once about a pair of Puella Magi that were so close, that one one turned into a witch, the other one deliberately let her gem go black just so that her friend wouldn't fall into darkness alone. But I don't know." Mami stared at a wall covered in ruins. "So I'm trying to learn as much as I can about the witches I defeat, just so that they will for sure be remembered by at least one person."

Illyana stared at Mami, "You have a very good heart, Mami Tomoe. When we get back, I'll teach you how to read the runes. Its pretty simple, just an alphabetical cypher in a foreign language. I can teach it to you with my magic and a few hours practice. For now..." She looked over the wall. "Looks like this one's name is Delicia. Her passion was books and she contracted to get a sixth one in the Hitchhiker's. Guide to the Galaxy trilogy." Illyana paused. "Seriously? I loved that series. I'm going to have to pick this novel up."

"Thank you Rasuptin." Mami smiled, "That means a lot."

"Yeah, no problem." Illyana replied and glanced at a large purple door. "Looks like this is the place." She held up her gem and her outfit changed into her orange dress and boots. "I still think this garb is horrendous. Lets make this quick."

The two girls burst open the door and a giant yellow butterfly stood in the center of a large room. On tips of its wings small cat heads stared at the two girls.

"Alright. Let's see what I can do." Illyana raised her arms and lept toward the witch...

And a massive horde of steel longswords appeared above Delicia and rained down on her. The witch let out a strangled cry and vanished into nonexistence. The labyrinth dissolved.

Illyana blinked.

"That was powerful." Mami stated.

"Apparently." Illyana held up her gem. "Pretty cloudy. I'll have to keep that in reserve. Also, I'm definitely naming that attack."

"Really?" Mami asked.

"I use words when summoning all my other spells." Illyana shrugged, "it'd be awkward to have only one ability out of hundreds that has no verbal component. Think I'll call it "Infinitus vesica officina".

"Pardon?" Mami asked.

"Its the closest translation Latin has to "Unlimited Blade Works." Illyana replied, "You ever play Fate-stay Night?"

"Uh, no." Mami replied.

"Never mind then. Let's get back to your apartment. Cleanse my soul, then we can tackle the runes." Illyana stated.

**Days later:**

Sayaka stared at herself in the mirror and ran a comb through her hair.

"Christ I hate this mess." She mumbled. "Blue's a fine color, but why did it have to get on my hair? Seriously. I can't do anything with this mop."

She ran her fingers through it and shook her head. "It won't grow, it won't curl, and I'm allergic to dye. Why couldn't it be green? Or red? Or... I don't know." She sighed. "Such a freaking mess."

She then held her boobs in her hands, then lowered them, "And when the hell are these things going to get bigger? Am I going to be an A-cup for my entire life? Mami has a nice bust, why can't... guh.."

She sighed. "And while I'm at it, why can't I be taller? Seriously. Kyousuke said he likes tall girls. I just want..."

"There is another option." A voice stated in her mind.

"Oh, hey Kyuubey." Sayaka replied "Haven't seen you around lately."

"There are reasons for that." Kyuubey responded.

"Yeah, I know. Mami-san kicked you out. Can't say I blame her, after the things you've hid."

"Well..." Kyuubey began, but Sayaka shook her head.

"I really don't know whats going on. Everyone's telling me ethics are unimportant. Even Mami. Hell, even Madoka seems to be thinking that." Sayaka sighed. "I don't know what to think."

"The important thing is-" Kyuubey began, but Sayaka interupted him again.

"I know, you're trying to harvest emotional energy to stop entropy. So of course you'd say ethics are unimportant too." Sayaka shook her head. "Maybe everyone's right. Maybe the thought of being the hero is stupid. Maybe Kyoko's right in that you should only live for yourself." Sayaka paused. "I kind of like Kyoko. She's great looking, and we seem to have a lot similarity in the personality department. But whatever. I don't know..."

Kyuubey cocked his head.

"I'm feeling left out, honestly. Mami's contracted, Homura's contracted, Ayaka's contracted, Illyana's decided to pick up a contract and Madoka will eventually contract. I'm the only one left. And I hate being singled out like that." Sayaka shrugged, "Makes me feel like a weirdo."

"I find you most interesting, Sayaka Miki." Kyuubey stated.

"Because I cling to delusions of heroism?" Sayaka asked.

"Because your test scores are abysmal, yet you work harder than anyone on the things you care about." Kyuubey replied.

"Can we not bring up my grades, please?" Sayaka sighed, "I know I'm failing half my classes. I don't need you rubbing it in."

"It is the latter part that interests me." Kyuubey replied, "You spent months comforting Kyousuke, despite him having no interest in you until recently. Why?"

"I know you can't feel love." Sayaka replied, "But can you understand it?"

"In an intellectual analysis, yes." Kyuubey replied.

"Then thats why. I love him. Simple as that." Sayaka replied, "I still don't know if he feels the same, but here's hoping. But I don't know." She sighed, "If I had green hair, or big boobs, or was taller, do you think he'd be more receptive to me? I know he likes those things in a girl."

"Well..." Kyuubey begin but Sayaka shook her head.

"That was rhetorical," She stated, "No offense, but you're not the kind of... creature I'd turn to for dating advice."

"Understandable." Kyuubey stated.

"I'm kind of rambling, I know." Sayaka stated, "But I'm just not sure. I want to contract, even knowing the dangers, but the others are telling me I shouldn't. Except Kyoko, who thinks its a splendid idea as long as its not for someone else."

Sayaka ran her fingers through her hair again, then stared at herself in the mirror. Then she gave a nasty glare at nobody in particular.

"You know what? Fuck it." She stated angrily. "I'm not about to live my life trying to please everyone. I'm going to think about myself for a change. If Illyana contracted knowing the dangers, why the hell can't I? It's not like she and Madoka aren't working to change the system anyway."

"Then you wish to form a contract?" Kyuubey asked.

"Yeah. Screw the risk." Sayaka stated, "And screw what the others think of my decision. Give me the power to shapeshift. At least then I'd be able to do something with my appearance."

"Contract established. Your wish has surpassed entropy."

Authors note: Almost at the end, with two chapters and an epilogue to go. I thank you all for sticking with me so far and let me tell you, the next one is going to be a doozy.


	31. 30: Call me Illyana, Tomoe

Authors note: Poor Sayaka. Poor, poor, Sayaka.

Chapter 30. Call me Illyana, Tomoe.

Kyousuke poured a book on his desk. He picked up a piece of paper and wrote some notes down on it, then set it down and sighed. "Ok, so if this is the quadratic formula, how the hell does this relate to completing the square?" He shook his head. "I don't understand this at all. Maybe I should try english instead." He picked up a textbook setting on the side of his desk and opened it. "Damnit, I'm so far behind..."

He stared at the page for a long moment, then slammed it in annoyance. "Six months in the hospital and all I did was lay around and mope. Why in God's name was I so stupid? I should have least kept tabs on what the other kids were doing rather than just wishing I was dead. I am such an idiot." He threw the book across the room, then sighed and went to go pick it up.

Slumping back in his chair he wrung his head in his hands. "Why the FUCK did I think music was my only talent? I had good grades in all my classes except history before that wreck. Hell, in science I was at the top of my class. Gah. I'm probably going to have to play catch up-"

He blinked and shook his head. "No. I'm not lapsing into self pity again. That would just screw me up even further. I need to find a solution for this. Step one, get a tutor. Step two, attend those additional classes Hitomi was telling me about. Hmmm.. I wonder if she would tutor me. She's a bright girl. And I like that hair..."

There was a knock on the door. Kyousuke sighed. "Can it wait?" he called out, "I'm trying to study."

A extremely enthusiastic banging resulted in response. Kyousuke gave a grunt in frustration then got up from his seat. "Sayaka, as much as I appreciate you keeping me company in the hospital, you really need to learn some boundaries. I mean-" he opened the door. "What. The. Fuck." he stated, dumbstruck.

Sayaka was there, but different. Her hair was forest green and reached all the way to the middle of her back. Her breast had grown substantially, to roughly a "C" cup, and she stood at least three inches taller than she had been before.

"Heya, cutie." she remarked.

Kyousuke stood there speechless for a moment. Then he spoke, his voice just above a whisper. "Sayaka, what in the name of all that's holy have you done?"

Sayaka blinked. "What?" she asked, dumbstruck by Kyousuke's reaction.

"Sayaka, I know you're allergic to dye, your mom won't let you buy breast forms, and you can't stand on stilts without falling." Kyousuke stated, a bit louder. "So look at me and tell me honestly. What. Did. You. Do?"

Sayaka chuckled nervously and scratched her head "Well, uh..."

"You made the pact, didn't you?" Kyousuke asked, his voice dead serious.

Sayaka grinned, "Contract, but yeah. You could say that. Got some great stuff though. Look at my hair!" The color of her hair shifted from green, to pink, to red, to orange, to blue, then green again.

"Sayaka, what the FUCK were you thinking?" Kyousuke shouted. "This "Illyana" girl traveled back in FUCKING TIME just so you wouldn't have to contract! And you went and did it ANYWAY?"

"I thought you'd like it." Sayaka replied, "I know you like girls who have-"

"I liked you the WAY YOU WERE!" Kyousuke snapped back. "Are you BRAIN DAMAGED? Why the FUCK did you think selling your soul would please me in THE FUCKING LEAST?!"

"I didn't exactly sell my soul." Sayaka pointed out. "I became a "Puella magi." who are-"

"I don't FUCKING CARE!" Kyousuke replied angrily, "Out of EVERYTHING in this FUCKED up universe of our, the soul is the ONE FUCKING THING you DON'T mess with!"

Sayaka opened her mouth.

Kyousuke took a deep breath lowered his head, then looked up at Sayaka. "Sayaka," he said, somewhat calmer, "I know you'd die to make me happy. But I don't want that. I want someone who is willing to live." He shook his head. "Get out."

"But..." Sayaka begin.

"Get out!" Kyousuke snapped and pointed to the door.

Sayaka lowered her head and exited the door, shutting it slowly behind her.

**Later**

"Where the hell is that girl?" Illyana muttered, looking at the clock. "I know Homura's getting that gun, but where the hell is Sayaka?"

"Perhaps she decided to study." Mami replied.

"Seriously?" Illyana replied, "Miki- I mean, Sayaka test scores are awful. Madoka told me she sleeps through her classes. Maybe she decided to go hang out with her." Illyana pulled out a phone and dialed a number. "Hey Madoka, is your buddy there? Wait, seriously? Dear lord..." Illyana hung up the phone. "Sayaka disappeared after school. Kaname- er, Madoka hasn't seen her and neither have her parents." Illyana blinked. "I'm spending too much time around you. I seem to be picking up your habit of calling people by there last name."

"Whats wrong with that?" Mami asked.

"Its not how you do things in America. But whatever, that's not important. I need to do a divination." Illyana hurried to the kitchen and picked up a knife. "The scrying spell we need requires blood sacrifice. No way to avoid it." She slashed a cut on her wrist and stated "Reperio Sayaka." but the cut stitched up. Illyana groaned. "Oh for crying out load. The last thing I need right now is a healing factor." She shook her head. "Mami, I really hate to ask this, but-"

"I understand." Mami said softly and held out her wrist. "If you think Miki's in danger, do what you have to."

"Reperio Sayaka." Illyana stated and sliced a cut on Mami's wrist. As images flickered before her eyes, she sighed. "Hidaki park. Same one as last time."

Mami nodded and pulled out her phone and began texting.

"Tomoe, I mean, Mami, what are you-" Illyana began, but Mami interrupted.

"Signaling Sakura and Kondo." Mami replied, "They went to an ice cream place just a block from there." She closed her phone, "Now take us, quickly. I don't want to lose Miki, not like I lost my parents."

There was a flash of light and the two reappeared in front of a park bench. Sayaka was there, her body slightly shifting under the moonlight. She looked like she had before the contract, but was slumped on the bench. Her hands were in her lap, clenching a small object

"Miki, what happened?" Mami asked.

Sayaka shrugged.

"Talk to me, please. I've been so worried." Mami stated.

"It doesn't matter..." Sayaka mumbled.

"It matters to me." Mami replied.

"And me." Illyana stated. "Come on Miki, tell us what happened." She realized she had called Sayaka by her last name, but decided not to correct it. This wasn't the time to interrupt the flow of a conversation. Actually, referring to people by their last name didn't matter. Its was more important to sound natural.

"He dumped me..." Sayaka whispered, her voice so faint it could hardly be heard.

"Kamijou broke up with you?" Illyana asked, surprised, "I thought... I could have sworn... Did he say why?"

Sayaka moved her hands to reveal her soul gem, almost, but not quite, completely black.

"Miki..." Mami said softly.

"Why?" Illyana said sadly, "Why did you do that? I can't understand..."

"I just..." Sayaka replied, turning the gem over in her hand, "I just wanted him to like me. So I decided to make it so that my features could be changed so that they'd be more appealing to him..."

"You wished to make him happy?" A voice stated behind them. Illyana saw Kyoko and Ayaka walking up behind them. Kyoko shook her head and bit into a pocky stick, then handed a box of the same to Ayaka who pulled one out. "Why didn't you just wish that he'd fall in love with you?"

_Of all the times for them to find out what I did to that girl..._ Illyana thought._ How the hell am I going to salvage this?_

"I... I should have..." Sayaka said softly, "But I didn't think of it."

"Isn't messing with free will kind of iffy?" Ayaka asked.

"Eh, you'll lose those delusions soon enough." Kyoko replied, "So, Sayaka, what'd you get out of the deal?"

Sayaka looked down, and her hair shifted into a bight crimson red, then grew.

"Oh, NICE!" Kyoko laughed, "You're a... whadacall those things? Metasomethingorother?"

"Metamorph." Illyana stated, looking around helplessly at the girls around her.

"Yeah! Metamorph!" Kyoko grinned, "Thats a great ability. You'd make a lot of guys happy with that. Or girls." she chuckled slightly.

"So, like the Martian Manhunter?" Ayaka asked.

Mami pulled out a grief seed and held it in front of Sayaka. Sayaka made no move to take it.

"Mike, please." Mami stated. "I don't want to lose you too."

Sayaka shook her head slightly. "I don't want it..."

"Please, Miki, don't throw yourself away like this." Mami pleaded.

"I second that." Kyoko said "Letting your gem go black would be a total waste. Seriously, You've got a great personally, a great wit, and you can look however you want. Seriously, you've got a ton of shit going for you right now."

Sayaka shook her head.

"_Please._" Mami begged

"Come on-" Kyoko began, but Illyana spoke up.

"Miki." She stated firmly, "The last time your soul gem shattered, you nearly killed Tomoe, Akemi and myself. You made Kaname cry like a baby. And you MURDERED Sakura."

Sayaka looked up at Illyana.

"You said you want to help people." Illyana stated, "But if you let this progress how it has been progressing. You. Will. Destroy. Us. All. Take the seed."

Sayaka swallowed and nodded, then took the seed from Mami's hand and held it to her soul gem. It lightened notable, but was still fairly cloudy.

"Here, have one of mine." Kyoko replied, pulling another seed from her dress, and handing it to Sayaka. Sayaka took it and held it up to her gem. As her gem was back to its original state, she nodded. "Thank you." she said. "I guess that was kind of selfish of me."

"Eh, it happens." Kyoko replied, "Come on, I'll take you to bust open some Yakuza vaults. It'll help you forget all about that violinist dude. Then we'll go blow all the cash on a giant shopping spree. How bout that?"

Sayaka looked at Kyoko like she was seriously considering the offer.

"Illyana, I was wondering something..." Ayaka stated. Illyana visibly winced, like she knew what was coming.

"You know Rasputin?" Mami asked.

"Yeah, met her in the hospital shortly before Kyuubey approached me. I owe her for helping me make the right wish." Ayaka shrugged, "Anyway, I was wondering. What does happen if a soul gem goes black?"

Mami and Sayaka gave Illyana shocked looks. Illyana sighed.

"You didn't tell her?" Mami asked.

"Tell her what?" Kyoko inquired, "Mind you, I was wondering about that question myself."

"Illyana. What. The. Hell." Sayaka stated.

"No, I didn't tell her." Illyana admitted.

"Do Puella Magi die if their soul gems turn black or something?" Ayaka asked.

"Not... exactly..." Mami sighed. "Kondo, Sakura, I really didn't want to tell you two this, but the witches we fight?"

"Yeah?" Kyoko asked.

"They used to be Puella Magi." Illyana finished.

Kyoko raised an eyebrow "Really?"

Ayaka opened her mouth, then shut it. "Oh..." she said softly.

"Kondo, we're not superheroes." Mami said, "Not in the least. We're all victim of some cruel joke Kyuubey and the other Incubators have played on us since the beginning of civilization. Rasputin, why did you get her to contract without knowing the risks? How could you do that?"

"We needed her firepower against Walspurgisnacht." Illyana replied. "Without Miki, we'd be missing a girl. Course, that idea's gone out the window now that she decided to go get her fool ass contracted anyway..."

"Illyana, you're an ass." Sayaka stated.

"I'm trying to save the fucking planet here." Illyana snapped back. "One girl is not important in the scheme of things."

"Is that what you think of her?" Mami asked, "Not important? Do you feel the same way about Akemi? Or Kaname? Or me, for that matter?"

"That is completely different." Illyana stated firmly.

"How it different?" Kyoko asked.

Illyana sighed, "Because according to Akemi, in every other timeline she's been in, Kondo is approached by Kyuubey and, thinking impossible things are just that, contracts to share a cheesecake with her terminally ill mother rather than curing her disease. Realizing her mistake, she turns into a witch within minutes and then turns into some kind of doll-worm hybrid thing that usually bites your head off, Tomoe." She looked at the others, who were exchanging glances, except Mami, who was putting her arm around Ayaka. "Maybe I didn't tell her all the details, but thanks to me she's living a lot longer than she would have otherwise."

"And you think that excuses it?" Sayaka asked. "That's like something Kyuubey would say."

Illyana blinked, "Are you seriously comparing me to a sociopathic alien who would tear this planet apart if it meant delaying the end of the universe by a few years? In case you've forgotten, I've contracted too! I'm willing to risk my soul to save this goddamn hellhole of a planet! If others are really seeing themselves as "superheros" they should be willing to do the same."

"Rasputin, you're out of line" Mami said angrily, "Just because you're willing to make certain sacrifices, doesn't mean others should have to do the same."

"Why not?" Illyana snapped back, "On my homeworld, I can safely say any of my colleges would be willing to risk their lives or even their souls to fix this sort of shit."

"There _own_ lives, Rasputin." Mami replied, "Not someone else."

"I've saved your ass at least twice Tomoe, show me some respect." Illyana replied.

"I am sick and tired of-" Mami began, but was cut off.

"STOP IT!" Ayaka shouted at the top of her lungs. "Have any of you even bothered to ask what _I_ think of the situation?"

"Uh..." Kyoko began, Ayaka shook her head.

"I think Illyana's right." She replied.

Mami blinked.

"Seriously?" Sayaka asked.

"Dead serious." Ayaka replied. "This business with witches being Puella Magi has changed the status of this world from "Bad" to "Nightmarish." My entire goal in being a Puella Magi is to save lives. Kyoko and I have disagreed on that respect. But we're working together to achieve a common goal. The destruction of Walspurgisnacht. We are ALL working together and petty bickering like this is going to destroy the plan before we put it into action."

"But your soul..." Mami began.

"Mami, you're cute as all get out, but you don't get it do you? My life, my soul, is not important in the grand scheme of things." Ayaka sighed "The needs of the many outweigh that of the few. And right now there's a hell of a lot of girls who need us to fix this situation. Hell, even if Illyana had explained this from the get go, I still would have done the same thing."

The others exchanged glances. Mami nodded sadly.

"So now that we've established that." Ayaka sighed. "Lets talk about how to fix this "Incubator" situation."

"We've been working on that." A voice game from behind them. Homura approached.

"How much of this did you see?" Illyana asked.

"Enough of it so that I was about to step in before you came to blows." Homura shook her head, "Thankfully, Ayaka saved me the trouble."

"Call me Kondo, for goodness sakes." Ayaka sighed, "I hate the name Ayaka."

"Very well, Kondo saved me the trouble." Homura stated. "I've been busy tonight. For one, I acquired the railgun from the army base, for another, I took case of Vanada so you mom, Sayaka, should be safe. Finally, I have come to a decision."

"Really?" Kyoko asked, "Whats that?"

Homura grimaced, "If you wish to turn Madoka into a Goddess, you have my blessing."

"Madoka? That girl with the pink hair?" Ayaka asked.

"Yes." Homura nodded, "She has the power to save every puella magi on the planet. If she makes the right wish..." A tear rolled down Homura's cheek. "I hope you all understand how hard this was for me to accept. I love Madoka more than I can ever admit... And now... And now I'm going to lose her." Homura wiped her eye and shook her head.

"I understand." Mami said, then walked up and gave Homura a hug. "Her sacrifice will be remembered. So will yours."

"Will it?" Homura asked flatly. "If she becomes a god, an idea... we might forget her. Everyone might forget her."

"That won't happen." Illyana replied. "I can promise you that." She took a deep breath, "I have been alive for sixteen years, and a sorceress for two thirds of that time, and one thing I can say for certain about magic is that nothing is ever lost. Not completely, not forever. It may just be stick figures in child's drawings or paintings on cave walls, but a girl like Madoka... there will always be a trace of her somewhere."

Homura nodded. "The good news is, if we defeat Walpurgisnacht, we'll have as much time as we want to help Madoka make the correct wish. So we've got time. And I've never felt like we stood a better chance. There's six of us now and I've got this." She reached into her shield and pulled out a large silver gun with a massive barrel. "Illyana. I can't thank you enough for doing all this."

"Thank me after we save the world." Illyana replied. "We've got twelve hours until Walpurgisnacht arrives. I suggest we make the most of it."

"Indeed." Homura stated. "I've got a few more weapons shipments to hijack. With luck, my arsenal will be big enough this time to make a dent in that thing." She disappeared

"I'm going to spent time with my parents." Ayaka replied, "This could be my last night alive, for all we know. I want to make sure they know how much I love them. I'll see you all at the planned spot."

Kyoko looked at Sayaka, "How do you feel about what I suggested earlier? Kick the yakuza's ass, then go on a massive shopping spree?"

Sayaka scratched her head. "What the hell, sounds fun." She then thought for a moment, "Can we stop by my mom's first?"

"Want to say goodbye?" Kyoko asked

Sayaka nodded.

"I understand." Kyoko gave a sad smile, "I wish I could have said goodbye to my family."

"You mentioned that you lost them. What happened?" Sayaka asked.

"I'll explain on the way. Lets just say my wish didn't turn out well. I seriously though you would make the same mistake, but you didn't. You made a great wish in face. Can you turn your hair red again?" Kyoko grinned

Sayaka grinned back and her blue haired once more turned into a deep crimson.

"Yeah, that's hot." Kyoko laughed. "Come on, lets go. I'll give you a night like you've never imagined."

She put her arm around Sayaka and the two of them strode off.

Illyana chuckled. "I thought they might get along if I changed the circumstances, but even I'm surprised at how well they do."

Mami looked at Illyana, "What are you doing tonight, Illyana?"

Illyana fidgeted for a minute, then sighed. "Spending time with you?"

Mami smiled warmly, "That sound nice, I'm sorry about snapping at you earlier."

"It's fine, and I don't mean quite what you think I mean." Illyana sighed and scratched her head.

"How so?" Mami asked.

"This is extremely difficult to say considering we just fought, but I might not get another chance, and... ugh.." Illyana shook her head.

"What is it?" Mami asked.

Illyana sighed. "I don't think you really get the magnitude of how my childhood messed me up. When I was in limbo, I interacted with a grand total of four people, plus occasion demons. A blue skinned devil with treated me like a toy, the sorcerer who kidnapped and corrupted me, a battle hardened version of my best friend who seriously considered killing me on many occasions, and my mystic mentor who was the only one I really had any kind of functional relationship with." Illyana looked down at the ground, "I have very little idea how to really interact with people. Part of why I come across as sarcastic and... kind of bitchy at times."

"That's alright Rasputin. Really." Mami said.

"No, its not. I get friendship, I guess, but I don't get... I don't know to handle..." Illyana stared straight at Mami. "Oh, fuck it." she jerked her head over to Mami's a planted a great big kiss on her lips. She then leaned back. "Love. I don't know how to handle love."

Mami blushed furiously. "You're saying...?" she asked.

"Yes Mami, I am." Illyana stated. "It broke my heart last time because I didn't get a chance to tell you then, but I'm telling you now. I love you."

Mami blinked and nodded.

Illyana sighed, "I mean, I busted enough heads of the Yakuza I could have moved out of your apartment after the first couple days, but I just didn't want to. I liked having you near me. Hell, I could have left this planet if I had really wanted to, but I couldn't. I couldn't leave you."

"And the others?" Mami asked.

"The others are nice enough, but... When I told you I came back in time to save you, that was the truth." Illyana shrugged, "When Homura first told me she had repeated this month over and over and over again to save Madoka, I couldn't understand how she could stay strong like that for so long, and repeat the same actions over and over again even if it would never work out. But now I can." Illyana sighed. "I don't know how you feel about that."

Mami paused and thought for a moment, "I feel the same way, to some extent."

Illyana blinked, "Really?"

"Yes, Rasputin, I do." Mami scratched her chin, "I care deeply about both Sakura and Miki, but neither of them are really right for me. Miki is a very good person, but in her own way, she's too nice. And she lives her life trying to please the people she cares about. I don't want that. I want someone strong enough to stand on her own, without being dependent on someone else for her own well being. Sakura, however is independent enough, but she's an egoist. She's selfish. I don't want to date someone who is selfish to an extreme. You... you're right between the two. You have Sakura's independence, but Miki's compassion. And I like that in a person. I really do."

Illyana grinned. "Thats great! Shall we spend the night... in that way, then?"

Mami chuckled, "Sounds wonderful, Rasputin."

"Call me Illyana, Tomoe."

"Very well, Illyana."


	32. 31: My wish

Chapter 31. My wish...

Homura stood in front of a railing. "Soon..." she whispered, "Soon this will all be over. And I'll finally be able to rest."

There was a noise behind her.

"You're here soon than I though you'd be." Ayaka stated, walking up.

"I was here all night, soon as I got the weapons shipment." Homura replied.

"Heh. Must be damn excited, to finally get out of the time loop you were stuck in." Ayaka grinned.

"Lets go with "hopeful."" Homura replied.

Ayaka sighed, "Come on, Homura, smile! We're about to save the world!" she grinned broadly.

Homura looked at Ayaka for a long moment, and then, despite herself, gave a slight smile. "I must admit, I've missed working with someone enthusiastic." she chuckled slightly.

"That's what I'm talking about." Ayaka laughed, "Everything could be solved with the right attitude." She leaned against a post, "How long before the others show up?"

"Soon. Madoka's in the storm celler. With luck, she'll listen this time." Homura pursed her lips, "If this timelines isn't it, the entire situation had no hope to begin with."

"I promise you, Homura. Everything will turn out fine." Ayaka patted her on the shoulder.

Homura nodded, "Fingers crossed... One more thing. Here" She pulled out a backpack like object and tossed it to Ayaka. "Its a jetpack. Since you're a short ranged attacker, you'll need it to fight the witch."

Ayaka nodded and strapped to her back.

"Akemi, Kondo." Illyana stated, approaching with Mami, "We have something to tell you."

"That you've picked up Mami's habit of calling people by there last name?" Ayaka asked.

Illyana chuckled, "Well, yeah, it kinda turned out that way. But more to the point, we're together."

Mami smiled, "Sorry to burst your bubble, Kondo."

"Eh, its fine." Ayaka shrugged. "Really Mami, I'm glad you found someone. Kind of surprised it's Illyana though."

"I saw this happening." Homura stated, "The dynamic between you two is like how I acted the first few timeline I met Madoka. Except that Illyana started as a badass."

"Since you've met me, yes." Illyana stated, "you wouldn't believe the angst I went though before, though."

"Aren't you from another world though?" Ayaka asked, "You staying on this planet?"

Illyana gave a secretive smile, "I've got a plan for that. But lets make sure we all survive this fight, first."

"Its about to arrive..." Homura stated, "Where are Sayaka and Kyoko?"

There was a screech of tires and a big black Ferarri pulled around the corner and braked hard on the pavement. The doors busted open and Sayaka and Kyoko climed out. Sayaka from the drivers seat.

"Uh, Hey ya!" Sayaka grinned "Sorry we're almost late, we decided to hit a brewery on the way."

"So, you drink and drove...?" Illyana asked.

"Not exactly." Sayaka replied, "Turns out my wish made it so alcohol doesn't affect me. I think Kyoko's a bit wasted though."

"Eh, I'm fine." Kyoko chuckled, "I've got a hell of a alcohol tolerance."

"Looks like you two didn't get any sleep either." Illyana replied, rubbing her eyes.

"Sleep? Nah." Sayaka shook her head, "We spend the night kicking ass, shopping, and hitting this karaoke place down on central. Kyoko does a great rendition of "Magia," let me tell you. What'd you two spend the night doing?"

Mami and Illyana glanced at each other.

"Uhh..." Mami stated.

"I thought as much." Kyoko laughed. "Good catch, Illyana! Seriously."

"Agreed." Sayaka chuckled. "Take good care of her."

"Swear to god I will." Illyana grinned.

"It's coming." Homura stated.

For the second time in Illyana's life, she saw her future self burst through the clouds. She gestured, and her garb formed into the bright orange dress and boots she so despised.

"The time. No holding back." she stated firmly. In a flash, she teleported to the top of the witch and began casting spell after spell. Fire, ice, lighting, acid, energy, electricity. Anything and everything in her arsenal was hurled at the uber-witch.

At the same time Ayaka blasted through the sky and slammed her staff into Walspurgisnacht's belly, sending quake after quake into it's form.

Homura was blasting the witch with bazookas and railgun bullets, each of which was powerful enough to shatter a skyscaper into pieces. Mami meantime was firing her muskets, as she had done ever since her new girlfriend had known her.

Kyoko, interestingly enough seemed to be performing crowd control, taking out the numerous familiars that were spawning to attack the girls on the ground. Sayaka was performing a mixture, partly attacking familars, partly hurling swords at Walpurgisnacht. Her red hair seemed to clash with her blue outfit, but she didn't seem to care.

"I find the dynamic between those two interesting." Illyana called to Ayaka.

"You think Kyoko's having an effect on Sayaka?" Ayaka called back.

"Well, that. But I also think Miki is having an effect on Sakura." Illyana replied, "She never used to bother with familiars. I think the two of them together can make each other... better."

"You think she's over that violist guy?" Ayaka asked.

"I think she will be. With Sakura's help. I didn't really think that relationship was very healthy to begin with." Illyana hurled a burst of energy into the witch and turned to Ayaka. "Happiness isn't obsessing over whether a man will like you. Hapiness is finding someone so that you compliment each other. And I think those two are more than their sum."

Ayaka grinned. Illyana stared at the witch. "It's still not falling, but it seems to be weakening. Hows your power?"

Ayaka glanced at her soul gem, "Getting low."

Illyana nodded. "And the others?"

"The same I think." Ayaka replied.

Illyana glanced down. Kyoko was surrounded by familiars. But then, another Kyoko appeared. And then another. And then two more. Pretty soon there was a dozen Kyoko's swatting at the horde of familiars. Off in the distance, she heard Kyoko yell something.

"I didn't know she could do that." Illyana remarked.

"Oh, you didn't? She told me a few days ago. That was her special attack "Rosso Fantasma." Ayaka grinned, "She lost it after her family got killed, but I guess she got it back."

Illyana grinned, then looked down at Walpurgisnacht. "Alright then. Time for me to end this. Kondo, get clear. This is going to be messy."

Ayaka nodded and flew away.

Illyana summoned her sword and pointed it straight at the sky.

"INFINITUS!" She shouted, and there was a bolt of lightning

"VESCIA!" She yelled, and a clap of thunder sounded behind her

"OFFICINA!" She screamed at the top of her lungs and a _MASSIVE _rain of swords hurled down from the sky and buried themselves in the witch. Illyana focused at the hail of blades increased.

Walpurgisnacht rumbled.

Walpurgisnacht groaned

At at long last, Walpurgisnacht fell out of the sky and crashed on the ground, disintegrating on impact.

"Illyana!" Mami called "Illyana!" running up to the point of impact.

Illyana lay on the ground. "We... beat it... God, I feel awful now."

She pulled her soul gem out and winced. "I think I need some grief seeds." The gem was extremely dark.

"Akemi! Kondo! Sakura! Miki!" Mami shouted, and the four other girls came running up.

"Ah geeze.." Kyoko stated

"Do you have any-" Mami began.

"I don't know." Sayaka replied, "We used a lot during the fight..."

Kyoko fished in her pockets. Homura put her hand in her shield..

"I've got to have some somewhere..." Homura mumbled, "Come on... Problem with this storage device is there's no way to organize anything."

"I can feel it crawling inside me..." Illyana mumbled.

"Stay with me Illyana." Mami stated, "Stay with me."

"It's alright." a voice said.

The six girls looked up to see Madoka walking up with Kyuubey.

"I think I understand what I have to do now." Madoka stated.

"We haven't... figured out the wording..." Illyana got out.

"No, but I think I know what it should be." Madoka stated. "You've all gone through so much effort, especially you, Homura-chan, but I know what I need to wish for now."

"We should really talk it over-" Sayaka began.

"And let Illyana die?" Mami stated, slightly hysterical.

"What do you want to wish for?" Homura asked softly.

"My wish..." Madoka stated. "My wish is that, no matter what time, no matter what place... Soul gems would never run out. They would never turn dark, never break. Just stay as there were originally."

There was a burst of light. Illyana felt a stabbing pain in her heart, and then blacked out.


	33. Epilogue: So, now what?

Epilogue:So, now what?

Illyana jerked awake. The first thing she noticed was that her friends were around her. Homura, Sayaka, Kyoko, Ayaka, and Mami. Madoka was absent, but Illyana had kind of expected that.

"Hey, you're up!" Ayaka cried, "Tell me, how does it feel to save the world?"

"About how it usually does." Illyana responded cheekily, 'Remember, I used to do it for a living."

She pulled her ring of her finger and it formed into her gem.

"You don't have to worry Illyana." Mami stated, "The wish worked perfectly. Look closely."

Illyana stared at her gem, it was a bright orange, but deep within she could just make out a pink tint.

"Are they all like that?" she asked

"Yep." Sayaka replied, "We call it the mark of the goddess. Slight pinkness mixed in every soul gem. Gotta hand it to her, I wouldn't have thought to do it that way. I probably would have wished all the witches died or something."

"And what happened to Madoka?" Illyana asked.

"She ascended." Homura replied. "We remember her, but the world at large doesn't. It's alright though. She talks to me sometimes."

"Talks to you?" Illyana asked.

"Yeah. Sometimes, when things get really bad, she speaks to us through our gems." Kyoko chuckled, "Homura gets it a lot more than anyone else though. She's practically got a direct line."

"Really bad?" Illyana asked, "How long was I out?"

"About a week." Mami replied.

"And you stayed with me all this time?" Illyana asked.

"Much as we could." Ayaka replied, "There were always at least three of us with you. Least we could do, after all the trouble you went to."

"And the rest of you went shopping or something?" Illyana joked

"Shopping? Nah." Kyoko shook her head, 'The law of unintended consequences struck again. We don't have witches anymore, but theres a new enemy. Chaos Demons."

"So, was all that work for nothing?" Illyana asked softly.

"Are you kidding me?" Homura asked, "Do you have any idea how many lives you've saved? Let me put it this way. Currently, by my count, there's not one Puella Magi in Mitakihara, not six, but over eight hundred."

Illyana blinked, "Kyuubey contracted that many people in a week?"

"Not in the least." Sayaka replied, "Madoka's wish occurred throughout time as well as space, so the vast majority of Puella Magi who would have turned into witches are instead alive and kicking."

"Aside from the ones who died at the hands of the demons" Mami pointed out, "But the survival rate is astronomically higher than it was. I think before Akemi said the average lifespan of a Puella Magi was around a year. Now its over a decade.

"So, now what?" Illyana asked.

"Well, Kyoko and I are going on a road trip." Sayaka replied, "We're gonna drive around this island and do whatever the hell we want." She put her arm around Kyoko and grinned.

"I'll be staying here." Ayaka replied, "Stay with my family. Help out the other puella magi. There's apparently a network of sorts where everyone does some fighting."

"Same here." Homura said softly, "Its what Madoka would have wanted." Illyana then noticed that for the first time, Homura's buckler was gone.

"Akemi, your shield..." She remarked

"My powers changed." Homura replied. "Madoka left me a gift when she became our savior. Her rose bow."

"She fought with a bow?" Illyana asked, remember how, ages ago, she gave the girl a longbow that fired lighting to use on a witch hunt

Homura nodded.

Illyana shrugged, "Interesting."

"And what are you going to do, Illyana?" Mami asked.

Illyana chuckled. "I thought long and hard about that. I want to go home, but I don't want to leave you. But at the same time, it wouldn't be fair to ask you to pack up and leave your other friends. So I found a third option."

She raised her hand and her soulsword appeared in it. "I didn't tell you this because it didn't matter at the time, but Limbo is a dimensional nexus. Ruling it, I can head pretty much anywhere." Her sword glowed for a moment and then shattered, before reforming into two small daggers. "And now you can too." she said, handing one of those daggers to an astonished Mami. "Congratulations, Mami Tomoe. You're now a co-ruler of Limbo."

"But isn't this..." Mami began. Illyana grinned.

"My soul? Part of it, yeah. But I've got other parts elsewhere. Don't worry about it. Here, let me take you and show you around the place. Teach you how to use the stepping disks. Don't worry, it isn't hard."

Mami blinked, but nodded, Then she got up from her chair.

Illyana did too.

The two of them vanished in a disk of light.

Authors note: And thats a wrap. Thank you all for reading my fic, it has been a labor of love that I spent god knows how many hours creating, usually in the dead of night between the hours of 10 pm and 4 am. (I do my best writing at night). For those of you who wish to see more of Illyana, keep an eye out for my next fic, "Out of Time" where she winds up getting drafted into the trans-dimensional team of reality fixers known as the Exiles. A second sequel to this fic is also percolating in my head, but it remains to be seen when I will be able to start it. And if you enjoyed my writing, where I blend the marvel universe with others, check out the adventures of Hisao, Hanako, Lilly, Rin, Emi, Shizune, Misha and Kenji in my Katawa-shoujo/X-men mashup "Katawa Superpowers."


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